Terms

TRUELEARN, LLC

TERMS AND CONDITIONS OF SERVICE

1. ACCEPTANCE. Until rescinded or modified in writing by TrueLearn, LLC. this writing shall govern and control the provision to or for the benefit of any party receiving this writing (“Buyer”) by TrueLearn, LLC and/or its subsidiaries (“TrueLearn”) of test preparation and related services (collectively, the Services”) through TrueLearn’s website at www.truelearn.com or any other website address from time to time used by TrueLearn to deliver Services (collectively with www.truelearn.com, the “Site”) or by any other means of delivery. If this writing differs in any way from the terms and conditions of an order, proposed agreement, acceptance or other writing delivered by Buyer to TrueLearn or if this writing is construed as an acceptance or as a confirmation acting as an acceptance of any such writing, then TrueLearn’s acceptance is EXPRESSLY MADE CONDITIONAL ON BUYER’S ASSENT TO ANY TERMS AND CONDITIONS HEREIN THAT ARE DIFFERENT FROM OR ADDITIONAL TO THOSE CONTAINED IN BUYER’S WRITING and this writing shall be deemed notice of objection to such terms and conditions of Buyer. To the extent this writing is construed as an offer or part of an offer, acceptance is EXPRESSLY LIMITED TO THESE TERMS AND CONDITIONS and Buyer’s acceptance of or payment for any Services shall manifest Buyer’s assent to these Terms and Conditions.
   
2. GRANT OF LICENSE. TrueLearn grants the number of licenses (the “User Licenses”) indicated in any invoice, proposal, receipt, or other writing (in any case, the “Proposal”) from TrueLearn to Buyer (“Student Users”), giving each Student User (and no other individual) access to the basic test preparation services (or such other level of services as expressly stated in the Proposal) generally offered by TrueLearn to similar student users as described from time to time on the Site or otherwise provided in writing to Buyer by TrueLearn. To the extent there is a conflict between these Terms and Conditions and the express provisions of a Proposal, the express provisions of the Proposal shall control. The Licenses are subject to the Privacy Policy (the “Privacy Policy”) that is available on the Site, as the Privacy Policy may be from time to time amended or supplemented. All Licenses are non-exclusive, non-assignable and non-transferable and subject to non-material changes made from time to time by TrueLearn generally in providing the Services to licensees of the Services.
   
3. FEES AND PAYMENTS. Except as otherwise provided in a Proposal, fees (“Fees”) for the Services are due at time of purchase. TrueLearn may terminate rights to the Services and all Licenses in the event of a payment default or other material breach by the Buyer, by written notice, unless Buyer first cures such breach. Breaches of the Standard Terms by Student Users, at the option of TrueLearn, may be a basis for terminating license rights of those Student Users and/or for pursuit by TrueLearn of any other rights it has at law or equity against such Student Users.
   
4. MATERIALS, SOFTWARE AND INTELLECTUAL PROPERTY. Materials, Software and IP: The Buyer shall not edit, modify, use, copy, transmit, display or redistribute TrueLearn’s content or any other material which appears on its platform in any way except as set out in section 2 of these Terms and Conditions. TrueLearn retains all right, title, and interest in and to the Services and Site, including without limitation all software used to provide the Services, all logos and trademarks reproduced through the Services or on the Site and any text, audio, commentary, or other materials (“Materials”) provided by TrueLearn in rendering the Services, and this Agreement does not grant Buyer any intellectual property rights in or to the Services or any of its components or to the Site except the limited and temporary right to use them as necessary for Buyer’s use of the Services as provided in the Proposal.
   
5. WARRANTIES AND REMEDIES. THE SERVICE IS PROVIDED “AS IS” AND AS AVAILABLE, AND TRUELEARN MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR REGARDING RESULTS OR PERFORMANCE THAT WILL BE ACHIEVED BY USERS OR AS A RESULT OF USE OF ANY OR ALL OF THE SERVICES. TrueLearn does not warrant that the Site or Services will perform or be without error or interruption.
   
6. LIMITATIONS OF LIABILITY. IN NO EVENT: (a) WILL TRUELEARN’S LIABILITY ARISING OUT OF OR RELATED TO ITS AGREEMENT WITH BUYER EXCEED THE FEES DUE AND PAID BY BUYER UNDER THE TERMS OF THAT AGREEMENT FOR A PERIOD OF ONE YEAR (OR IF PAID FOR LESS THAN A YEAR, ANNUALIZED AS IF PAID FOR ONE YEAR); OR (b) WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES.
   
7. DATA. Buyer shall receive such reports and other analytics as provided by TrueLearn in the ordinary course in connection with each License or as otherwise provided in the Proposal. Except for such reports and other analytics, Buyer shall not have any right to any data or other information collected by TrueLearn during the course of performing the Services, all of which shall remain the property of TrueLearn, with TrueLearn having full rights to such data and to use such data in any way, including the full right to analyze and assess it, alone or together with other data; provided that in no event shall TrueLearn disclose to any party other than to Buyer or to TrueLearn’s employees and independent contractors as required to provide the Services (a) any non-aggregated information about Buyer or (b) other than to or as directed by Buyer or its affiliates, any information or analysis that with specificity is identified as belonging or relating to Buyer or Student Users. Any analytics, reports or other information provided to Buyer by TrueLearn or its affiliates from the Site or otherwise will be used for Buyer’s internal purposes only and will not be redistributed or resold or reused for any purpose without TrueLearn’s prior written permission.
   
8. FORCE MAJEURE. Except for the Buyer’s payment obligations, the performance of either party under this Agreement may be suspended to the extent and for the period of time that such party is prevented or delayed from fulfilling its obligations due to causes beyond its reasonable control (including, without limitations, acts of God, acts of civil or military authority including government priorities, new legislation or regulatory requirements, strikes or other labor disturbances, fires, floods, epidemics, wars or riots).
   
9. NON-WAIVER. The terms and conditions contained herein may not be modified, altered or waived either orally, by usage of trade, course of performance or course of dealing. Any change or deviation here from shall be by a writing signed by the party to be bound.
   
10. JURISDICTION. All disputes shall be resolved in a court of competent jurisdiction in Iredell County, North Carolina. Buyer hereby consents to the jurisdiction of the State and Federal Courts sitting in Iredell County.
    
11. APPLICABLE LAW. All questions arising hereunder or in connection with a quotation or any order subject hereto shall be interpreted and resolved in accordance with the laws of the State or North Carolina without regard to its conflict of law provisions and excluding the United Nations Convention on the International Sale of goods.