WordUp LLC

STANDARD TERMS & CONDITIONS

TERMS AND CONDITIONS

WordUp LLC provides this user agreement (“Agreement”) which is between you (the ”Client”) and WordUp LLC (the “Company ”) an Indiana limited liability company.

These Terms and Conditions (“Terms”) constitute a legally binding agreement between you, whether personally or on behalf of an entity (“you”) and Company and its subsidiaries and affiliates (collectively, “company”, “we”, “us”, or “our”), concerning your access to and use of products or services that refer or link to these legal Terms (collectively, the “Services”) as well as any other websites, media channel, mobile site, chat, support or mobile application operated by us or which these Terms are made available (collectively, the “Platform”).

1. ACCEPTANCE OF TERMS

You agree by accessing the Platform, you have read, understood, and agree to be bound by all of these Terms including supplemental terms that apply to you based on where you live. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, (INCLUDING ANY SUPPLEMENTAL TERMS), THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE PLATFORM AND YOU MUST DISCONTINUE IMMEDIATELY.

BY CHECKING THE ACCEPTANCE BOX OR CLICKING THE “SUBMIT” BUTTON ON THIS WEBSITE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS COMPLETE AGREEMENT, YOU SHOULD NOT CHECK THE BOX OR CLICK ON ANY SUBMIT BUTTON, AND YOU DO NOT HAVE PERMISSION TO ACCESS THIS SITE OR UTILIZE THE SERVICES PROVIDED BY COMPANY.

NOTE: THESE TERMS AND CONDITIONS CONTAIN A DISPUTE REOLSUTION AND ARBITRATION PROVISIONS, INCLDUING A CLASS ACTION WAIVER THAT MAY AFFECT YOUR RIGHTS UNDER THESE TERMS AND CONDITIONS AND WITH RESPECT TO ANY AND ALL DIPSUTES YOU MAY HAVE WITH THE COMPANY.

2. ADVICE AND GUIDANCE

The information contained on this Platform are based on sources and information reasonably believed to be accurate as of the time that the content was created. However, this material deals with topics that are subject to ongoing changes related to education, learning, test preparation and academic standards. Therefore, the completeness and current accuracy of the material cannot be guaranteed. These materials do not constitute legal, compliance, financial, tax accounting, employment, or related advice. The end user of this information should therefore use the contents of this material as a general guideline and not as the ultimate source of current information and, when appropriate, the user should consult their own legal, accounting or other advisors.

The Platform may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify contents of the site at any time, but we have no obligation to update information on the site. Any reliance on the information on the site is at your own risk.

The Platform is designed for use by schools, school districts, school administrators, local education agencies, teachers, caregivers, and student users.  If you are a teacher, you warrant and represent that you are authorized to use the Platform with your students on behalf of your school and/or school district.  If you are a school, a school district or a teacher using individual accounts on behalf of your students or providing students with access to the Platform, you warrant and represent that you are authorized to act on a parents’ or legal guardians’ behalf in providing such access and any student information to Company as required under applicable law or that you have obtained verifiable consent from parents or legal guardians of your students in accordance to the laws governing your jurisdiction. Company reserves the right to provide or deny access to a student’s account upon an authorized adult’s request.

3. COMPANY RESPONSIBILITIES

Company shall provide Services in a professional manner in accordance with generally accepted industry standards. The Company will be reasonably responsive during normal business hours Monday through Friday (except for national holidays).

4. CLIENT RESPONSIBILITIES

Client shall: (a) be responsible for all parties in compliance with this Agreement; (b) be solely responsible for the accuracy, quality, integrity and legality of Personal Data and of the means by which Client acquired Personal Data; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify Company promptly of any such unauthorized access or use, and (d) use the Service only in accordance with applicable laws and government regulations, and any additional instruction manuals which Company may make available or provide.

Client shall not: (a) make the Service available to anyone other than Client; (b) sell, resell, rent or lease the Service as a whole (c) interfere with or disrupt the integrity or performance of the Service or third party content contained therein; (d) permit any third party to access the Service except as permitted herein; (e) create derivate works based on the Service; and (f) attempt to gain unauthorized access to the Service or its related systems or networks.

Client is responsible for providing accurate and truthful information and must complete the user registration form and submit information relating to the Clients educational profile and/or needs assessment before the learning process can begin.

5. USER REPRESENTATION

By using the Platform, you represent and warrant that: (1) all registration information and other information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms (4) you will not access the Platform through automated or non-human means, whether through a bot, script or otherwise; (5) you will not use the Platform for any illegal or unauthorized purpose; and (6) your use of the Platform will not violate any applicable law or regulation..

To the extent that you upload, input, submit, or otherwise transmit (collectively, “Post” or “Posting”) any text, images, photos, video, data, information and/or other materials, including without limitation personally identifiable information (“Personal Data”) provided by you to or in connection with the Platform (collectively, “User Content”), you acknowledge and agree to provide true, accurate, and complete information and to refrain from impersonating or falsely representing your affiliation with any person or entity. All Posting of User Content is your sole and exclusive responsibility. Company merely provides a forum for the transmission and dissemination of User Content. YOU AGREE THAT YOU MUST EVALUATE AND BEAR ALL RISK RELATED TO THE USE AND TRANSMISSION OF USER CONTENT TO COMPANY. COMPANY SHALL HAVE NO RESPONSIBILITY WITH RESPECT TO THE RESULTS OF ANY ACTIONS YOU OR ANY THIRD-PARTY MAY TAKE BASED ON USER CONTENT. Company has no responsibility or liability for any disputes, communications, or issues between you and your end users and customers.

You acknowledge that Company does not pre-screen or approve any of User Content and has no obligation to monitor User Content. However, to the extent permitted by law, Company reserves the right to review, modify (for formatting and editing purposes), remove or delete any of User Content at its discretion as needed to provide the Platform. Company reserves the right at all times to disclose any information as Company deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Company’s sole discretion. If notified by a user of the Platform that User Content allegedly does not conform with these Terms, Company may investigate the allegation and determine in our sole discretion whether to remove that portion of User Content, which Company reserves the right to do at any time and without notice.

By Posting User Content to the Company Platform, you grant, and you represent and warrant that you have the right to grant Company an irrevocable, perpetual, non-exclusive, royalty-free, worldwide license to use, edit, modify, copy, perform, display, and distribute User Content and to prepare derivative works of, or incorporate into other works, User Content, and to grant and authorize sublicenses of the foregoing. You further warrant that the use of User Content by Company and its representatives will not infringe upon or misappropriate the intellectual property rights or otherwise violate the rights of any third parties.

You acknowledge and agree that you are responsible for the legality and security, as noted below, of all Personal Data provided by you for your use in connection with the Platform. Company processes Personal Data provided by you to the Platform solely as necessary to provide the Platform and any related services to you. You represent and warrant: (a) your provision of Personal Data to Company complies with all applicable laws and that you have provided all necessary notices and obtained any consent required for provision of Personal Data to the Platform; and (b) you have a legal basis for the processing of Personal Data through the Platform.

6. EDUCATIONAL IMPROVEMENT AND FUTURE SUCCESS

Client acknowledges that educational training, tutoring and any results achieved from our Services are solely Client’s responsibility. We cannot guarantee specific outcomes, such as admission into specific schools, universities, or career success, as these depend on various external factors. Our services are meant to supplement, not replace, professional advice from academic institutions or qualified professionals. We encourage you to consult with relevant authorities and make informed decisions based on a variety of resources. NO VERBAL OR WRITTEN PROMISE OR GUARANTEE OF CAREER SUCCESS, ADMISSION TO SCHOOL, OR IMPROVEMENT IN LEARNING SKILLS IS MADE OR IMPLIED IN CONNECTION WITH TEHSE SERVICES OR OTHERWISE.

7. COMMUNICATION AND DATA

Company is not responsible for any loss of data uploaded or stored on the Platform, regardless of whether such data loss results from accidental or deliberate deletion, network or system outages, file corruption or any other reasons.

8. ACCOUNT SECURITY AND PERSONAL INFORMATION

Only the Client may access the Platform and use the Service using the username and password provided for your account. You agree not to resell, assign or otherwise allow another to use or access the service. You agree not to grant access to your account to any other party, for any reason, and to take all reasonable precautions to prevent third-party access to the service through your account. Company cares about the integrity and security of your personal information. Company endeavors to implement appropriate security measures. However, Company does not guarantee that unauthorized parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

9. PAYMENTS

Client and Company agree that this is a binding contract, Client hereby authorizes all fees to be billed to Client’s debit or credit card, or that complete payment will be made by check or ACH transaction.

Payment for the Service must be completed before the Company commences any tutoring or educational lessons. In case of a multi-payment transaction agreement, Client hereby authorizes Company to store credit card details and to charge Client’s credit card (or any other authorized form of payment).

Payment is deemed past due if unpaid 7 days from the date of the invoice. Subject to state law, interest charges may accrue at 1 percent per month on past due invoices.

Client account will be deemed delinquent if any invoices remain unpaid 30 days from the date of the invoice. For delinquent accounts, the entire amount owed shall become due and payable immediately, and Company may refuse to provide further services.

Client agrees that in the event of a chargeback (or attempt to chargeback) for any portion of payments made for any reason, or in the event a payment is unsuccessful for any reason, Client shall remain legally liable for the agreed upon payment amount.

Company may seek assistance from an outside collection agency or law firm. To the maximum extent permitted by law, Client will be responsible for all collection fees including reasonable attorneys’ fees and court costs, if any.

You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. If your order is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

10. CANCELLATION, REFUNDS, AND GUARANTEES

If you make a purchase for one or more of our services, you can cancel that services at any time prior to the commencement of that service by logging into your account or contacting the contact information provided on our Platform. Your cancellation will take effect at the end of the current paid term. In general, no refunds will be provided for any of our subscription services.

11. CHARGEBACKS

When Client initiates payment for the Service, Client expressly agrees to use the arbitration process described in this Agreement to resolve any dispute and expressly agrees not to initiate any chargeback request with the card issuer. Should Client initiate a chargeback, Client expressly agrees and consents to us sharing any and all information about the agreement to these Terms and Conditions in order to defeat any such chargeback request.

12. WORK PRODUCT

Any Client-specific work, work product, works of authorship, and written materials prepared by Company in connection with a Client project shall be owned by the Company.

13. TESTIMONIALS

Company reserves the right to publish on its website user reviews in the promotion of its services. The review may include a user’s first name and first initial of last name along with their city, which shall not be considered Confidential Information.

14. CONFIDENTIALITY

“Confidential Information” shall include any and all information disclosed by either party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is not generally known to the public, including, but not limited to, the terms of this Agreement, know-how, passwords, login information, home address, home telephone number, education, financial matters, medical or employment history, any nonpublic information pertaining to Company or Company’s actual or prospective partners, finances, operations, vendors, suppliers, or customers, in electronic, physical, written, oral or any other form. Confidential Information does not include any information which becomes generally available to the public other than by a breach of an obligation of confidentiality.

Receiving Party shall protect the Confidential Information with the same degree of care as it uses to protect its own Confidential Information. Receiving Party agrees not to disclose Confidential Information from the Disclosing Party to any third party or to use the Disclosing Party’s Confidential Information for any purpose other than the facilitation of Services and work pursuant to this Agreement. However, Confidential Information may be used or disclosed in order to comply with or mitigate the effects of: (i) court orders or legal obligations, including response to a validly-issued subpoena, as determined by competent legal counsel; and/or (ii) situations involving potential physical harm to you or others. We take reasonable measures to protect client information but cannot guarantee absolute confidentiality in electronic communications.

15. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Platform and Services are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Platform (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, other foreign jurisdictions, and international conventions.

The Content and the Marks are provided on the Platform “AS IS” for your information and personal use only. Except as expressly provided in these Terms, no part of the Platform and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

16. SUBMISSIONS

You acknowledge and agree that any questions, comments, communications in live chats, suggestions, ideas, or feedback regarding the Platform (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

17. OWNERSHIP OF CIENT CONTENT AND CLENT DATA

Client exclusively owns all right, title and interest in and to all User Data and Personal Content. Client grants Company a non-exclusive, royalty-free, non-transferrable irrevocable license for the limited purposes of performing its obligations under this Agreement to use User Data during the Service Term solely for internal reference, research, and analysis for the purpose of providing technical support, which may include benchmarking system usage or performance, solely for the benefit of the Client.

Company shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Client, relating to the operation of the Service, but not including any Client Confidential Information.

18. CORRECTIONS

There may be information on the Platform that inadvertently contains typographical errors, inaccuracies, AI hallucinations, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Platform at any time, without prior notice.

19. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Platform at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Platform. We also reserve the right to modify or discontinue all or part of the Platform without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Platform will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Platform, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Platform at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Platform during any downtime or discontinuance of the Platform. Nothing in these Terms will be construed to obligate us to maintain and support the Platform or to supply any corrections, updates, or releases in connection therewith.

20. THIRD-PARTY WEBSITES AND CONTENT; USE OF AI

The Platform may contain (or you may be sent via the Platform) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Platform or any Third-Party Content posted on, available through, or installed from the Platform, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us.

If you decide to leave the Platform and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Platform or relating to any applications you use or install from the Platform. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

You recognize and agree that we use artificial intelligence (“AI”) in providing our services to you. The AI access provided is intended solely for academic support (homework, reading, math, writing, study help, and the like), and the AI tools we use may make effort to block or redirect students from non-academic support topics, including without limitation personal topics, adult content, sensitive content, or unsafe subjects. However, you understand and acknowledge that (a) AI is a developing technology, (b) AI-generated content can include errors or incomplete information, (c) we are not obligated to provide monitoring of Client use of AI, (d) AI is not a substitute for professional, medical, mental health, safety or emergency advice, and (e) in the event that AI is used by a child or minor, the parents or guardians of such child or minor are solely responsible for monitoring and oversight of the child or minor’s use. Therefore, Client assumes all of the risks associated with the Client’s use of AI, whether through the Platform or otherwise and you agree to hold us harmless from any and all losses, damages, or injuries that may result from such AI.

21. TERMINATION

The term of this Agreement commences on the date of acceptance of this Agreement and continues in effect until terminated in writing by either party. The termination of the Agreement shall not eliminate any existing obligation on behalf of the Client to provide payment for Services rendered, and the amount due for Services rendered shall become due and payable immediately at the time of Client’s termination, if applicable. Company holds the right to terminate service if fraud is suspected.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

22. INDEMNITY

Client agrees to indemnify, defend, and hold Company, and all officers, directors, owners, agents, information providers, affiliates, licensors and licensees (collectively “Indemnified Parties”) harmless from and against any and all liability and costs incurred by the Indemnified Parties including, without limitation; (1) your Contributions or Submissions; (2) your use of the Platform and all services provided through the Platform; (3) your breach of these Terms; (4) any breach of your representations and warranties set forth in these Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any harmful act by you toward any other user of the Platform with whom you connected via the Platform. Notwithstanding the foregoing unless prohibited by applicable law, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

23. COPPA COMPLIANCE

In accordance with the Children’s Online Privacy Protection Act (COPPA), Company does not knowingly collect personal information from children under the age of 13 without verifiable parental consent. If you are a parent, legal guardian, teacher, or school providing such consent on behalf of a child, you acknowledge that you have the authority to do so and agree to the collection and use of the child’s information in accordance with these Terms and our Privacy Policy. If we become aware that we have collected personal information from a child under 13 without proper consent, we will take immediate steps to delete that information.

24. DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY

THE PLATFORM IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS, WHICH MEANS THAT WE GIVE NO GUARANTEES AS TO THE OPERATION OF OR SERVICES PROVIDED THROUGH THE PLATFORM. YOU AGREE THAT YOUR USE OF THE PLATFORM AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM, THE SERVICES PROVIDED THROUGH THE PLATFORM, AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM'S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE PLATFORM AND WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, MATERIALS, AND SERVICES PROVIDED; (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM OR THE SERVICES PROVIDED THROUGH THE PLATFORM; (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION TRANSMITTED TO, FROM, OR STORED ON THE SERVERS; (4) ANY INTERRUPTION OR CESSATION OF ANY TRANSMISSION TO OR FROM THE PLATFORM; OR (5) ANY VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

COMPANY AND ITS SUBSIDIARIES, AFFILIATES, OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS AND LICENSORS WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO CLIENT OR ANY OTHER PERSON AS A RESULT OF YOUR ACCESS OR USE OF THIS PLATFORM OR SERVICES FOR INDIRECT,CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST INCOME OR SAVINGS OF ANY KIND (COLLECTIVELY, THE “EXCLUDED DAMAGES”), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. YOU FURTHER AGREE THAT THE MAXIMUM DAMAGES YOU MAY RECOVER FROM THE COMPANY UNDER ANY LEGAL THEORY OR CAUSE OF ACTION SHALL BE LIMITED TO THE DOLLAR VALUE OF FEES YOU PAID TO THE COMPANY WITHIN THE SIX (6) MONTHS PRECEEDING THE FACTS OR CIRCUMSTANCES GIVING RISE TO YOUR CLAIM. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

25. ARTIFICIAL INTELLIGENCE DISCLAIMER

THE SERVICES PROVIDED BY THE COMPANY MAY INCLUDE THE USE OF ARTIFICAL INTELLIGENCE (“AI”) TOOLS TO GENERATE EDUCATIONAL CONTENT, SUGGEST SOLUTIONS, AND ASSIST WITH TUTORING INTERACTIONS. THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR SUITABILITY OF ANY INFORMATION PROVIDED BY OR THROUGH THE AI SYSTEMS.

AI AND MACHINE LEARNING ARE RAPIDLY EVOLVING FIELDS OF STUDY. WE ARE CONSTANTLY WORKING TO IMPROVE OUR SERVICES TO MAKE THEM MORE ACCURATE, RELIABLE, SAFE, AND BENEFICIAL. GIVEN THE PROBABLISTIC NATURE OF MACHINE LEARNING, USE OF OUR SERVICES MAY, IN SOME SITUATIONS, RESULT IN RESPONSES THAT DOES NOT ACCURATLEY REFLECT REAL PEOPLE, PLACES, OR FACTS.

26. PARTNERSHIP

There is no joint venture, partnership, employee-employer or franchiser-franchisee relationship created between you and us as result of these Terms or use of the Platform.

27. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between these parties and supersedes any prior agreement or understanding whether oral or in writing between the parties as to the subject matter set forth herein.

28. SURVIVAL

Any term, condition, or provision of this Agreement that is determined for any reason to be unlawful, invalid void or unenforceable shall not affect any other portion of this Agreement.

29. ASSIGNABILITY

Client may not assign this Agreement, or any of its rights or obligations hereunder without Company’s prior written consent in the form of a written instrument signed by a duly authorized representative of Company. Company may freely assign this Agreement without the consent of Client.

30. DISPUTE RESOLUTION

You and we agree that each may bring claims against the other only in your or its individual capacity, and not as plaintiff or class member in any purported class or representative proceeding. Any arbitration will take place on an individual basis; class arbitrators and class actions are not permitted. Except where prohibited by applicable law, you agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

31. ARBITRATION

Any controversy or claim arising out of or relating to this Platform, or the products sold or services provided here shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted within Marion County, Indiana, and any court having jurisdiction thereof may enter judgment on the arbitration award. The arbitrator shall provide written reasons for the award. Either Client or Company may seek any interim or preliminary relief from a court of competent jurisdiction in Marion County, Indiana necessary to protect the rights or property of Client or Company pending the completion of arbitration.

32. GOVERNING LAW

Clients agrees that this Agreement as well as any and all claims arising from this Agreement will be governed by and construed in accordance with the laws of the State of Indiana.