LearnUp, Inc.

TERMS OF USE

Last Updated: June 21, 2016

LearnUp, Inc. (“LearnUp”, “we”, “us”, or “our”) welcomes you. We provide online job and interview training on our website, www.learnup.com, as well as such other websites or mobile applications that we own or operate (“Site(s)”) for potential positions with employers registered on the Site (“Corporate Customers”), in order to enable jobseekers such as you (“you”, “your”, “User(s)”) to prepare for potential interviews with Corporate Customers, while assisting our Corporate Customers in identifying and potentially hiring qualified talent.

The following terms and conditions govern your use of the Site, your use of any current or future content hosting or storage services, discussion forums, user generated content or other interactive areas (collectively, “Interactive Areas”) of the Site, and your uploading, browsing, or downloading of any documents, information, presentations, audio or video clip(s), or other materials (collectively, “Content”) from the Site. Use of the Site, its interactive areas, and its content are subject to the terms and conditions contained herein, and all other rules, policies, and procedures that are incorporated herein or that may be published or updated from time to time through the Site (collectively, the “Terms of Use” or “Agreement”).

This Agreement contains mandatory arbitration and class action waiver provisions (see “Choice of Law; Dispute Resolution; No Class Actions” below). This Agreement also incorporates by reference our Privacy Policy located at http://www.learnup.com/privacy_policy, as it may be updated from time to time pursuant to the terms herein and therein.

BY ACCESSING OR USING THE SITE, BY USING ANY INTERACTIVE AREAS, OR UPLOADING OR ACCESSING ANY CONTENT FROM THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. PLEASE READ THESE TERMS OF USE AND OUR PRIVACY POLICY CAREFULLY BEFORE USING THE SITE. BY CLICKING ON OR PRESSING “I ACCEPT”, “I AGREE” OR SIMILAR VERBIAGE DURING THE SIGN-UP PROGRESS, OR BY ACCESSING OR USING ANY PART OF THE SITE, YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, WHICH FORM A LEGALLY BINDING CONTRACT BETWEEN YOU AND US. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU MAY NOT USE THE SITE OR ANY OF ITS INTERACTIVE AREAS OR CONTENT.

TO USE ANY OF THE SITES, YOU MUST BE AT LEAST 13 YEARS OLD AND A LEGAL RESIDENT OF THE UNITED STATES OF AMERICA OR CANADA. IF YOU ARE LESS THAN 13 YEARS OLD OR NOT A RESIDENT OR CITIZEN OF THE UNITED STATES OR CANADA, YOU MAY NOT USE THE SITES. IF YOU ARE UNDER THE AGE OF 18, YOU MAY ONLY USE THE SITES UNDER THE SUPERVISION OF A PARENT OR LEGAL GUARDIAN.

  1. Updates and Changes to Terms of Use

    We reserve the right to change or modify any of the terms and conditions contained in these Terms of Use or any policy or guideline of the Site, at any time and in our sole discretion. Any such changes or modifications will be effective immediately upon posting of the revisions on the Site. Your continued use of the Site or the Interactive Areas following the posting of such changes or modifications constitutes your acceptance of them. If you do not agree to any changes or modifications to these Terms of Use or to any applicable policies or guidelines on the Site, your sole recourse is to stop using the Site and the Interactive Areas, and terminate any access or use of any Content.

  2. Privacy Policy; Entire Agreement

    Please refer to the Site’s Privacy Policy for information on how we collect, use and disclose personal information from Users of the Site. Your use of the Site signifies your acknowledgment of, and agreement to, the Privacy Policy. These Terms and Conditions, together with the Privacy Policy and all other terms, conditions and policies incorporated herein by reference, together with any legal notices or other terms or conditions published on the Sites, shall constitute the entire agreement between you and us concerning the Sites. If you don't agree with any of these Terms and Conditions, or if you have any objections to our Privacy Policy or other instruments incorporated by reference herein, you must not use the Sites. Note that, in order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including, but not limited to, User profile information (i.e. name, email address, etc.), IP addresses and traffic information, usage history, and posted User Content. Our right to disclose any such information shall govern over any terms of the Privacy Policy.

  3. Communications between LearnUp and You

    When you visit the Site or send emails to us, you communicate with us electronically and consent to receive communications from us electronically. We may communicate with you by: (a) email to your email address indicated in your communications with us, (b) posting general notices on the Site, or (c) posting messages that are displayed to you when you log in to or access the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

  4. No Compensation for Training Time

    You acknowledge and agree that, under the terms of the Fair Labor Standards Act, your current or future employer – including any of our Corporate Customers – is not required to compensate you for your access to or use of the Site, including use of any interactive areas of the Site, any training materials, or other Content. You hereby represent and warrant to us and our Corporate Customers that: (a) your use of the Site is outside your regular working hours, (b) your use of the Site is entirely voluntary, (c) the Content you use or access on the Site is not directly related to your current job, and (d) you are not performing other paid work during your use of the Site.

  5. No Guarantees; Disclaimer of Results

    YOU ACKNOWLEDGE AND AGREE THAT LEARNUP, INC., THE SITE OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, CLIENTS, USERS, OR CORPORATE CUSTOMERS DO NOT AND CANNOT PROMISE OR GUARANTEE ANY PARTICULAR RESULT, SUCCESS OR REWARD (INCLUDING, BUT NOT LIMITED TO, ANY ACCESS TO OR OFFER OF ANY INTERVIEW OR OTHER SCREENING PROCESS, OFFER OF EMPLOYMENT OR OTHER WORK ARRANGEMENT, OR ACCESS TO OR ACHIEVEMENT OF A PARTICULAR JOB POSITION AVAILABLE WITH US, OUR USERS OR THIRD PARTIES). YOUR USE OF THE SITE IS AT YOUR SOLE RISK AS TO ITS BENEFITS TO YOU OR ANYONE CLAIMING THROUGH YOU. WE DO NOT CLAIM OR SEEK TO RANK ANY OF OUR USERS AND NOTHING CONTAINED IN THIS SITE, ANY MATERIALS OR USER CONTENT IS INTENDED TO OR WILL BE DEEMED TO CREATE ANY ACTUAL OR POTENTIAL EMPLOYMENT OR OTHER RELATIONSHIP BETWEEN US AND/OR ANY OF OUR USERS OR CORPORATE CUSTOMERS WHO ARE POTENTIAL EMPLOYERS AND YOU AND/OR ANY OF OUR USERS WHO ARE JOB-SEEKERS. OTHER THAN OUR MARKS (AS DEFINED BELOW), ALL OTHER COMPANY OR PRODUCT NAMES OR OTHER TRADEMARKS OR SERVICE MARKS (INCLUDING, WITHOUT LIMITATION, THOSE OF ANY POTENTIAL EMPLOYERS LISTED IN THE SITES) BELONG TO THEIR RESPECTIVE HOLDERS, AND WE HAVE NO AFFILIATION TO, AND ARE NOT ASSOCIATED OR SPONSORED BY ANY OF THESE ENTITIES.

  6. Registration on the Site

    To access certain features and services on the Site, you may be required complete the online registration process by providing accurate, current and complete information about yourself (the “Registration Data”). By completing the registration process, you represent that you can form a binding contract with us or, if you are completing the registration process on behalf of an entity, you represent that you are authorized to create a binding agreement on behalf of such entity. Upon our acceptance of your registration form, we may, at our sole discretion, provide you with log-in identification and a unique password to enable you to access your account. You will be solely responsible for the safe custody of your log-in identification and password and to avoid its misuse by any third party. We do not guarantee the continued availability of the Site or your account to you. We reserve the right to deny your registration request or to terminate or suspend your account at any time, with or without any reason. In consideration of your use of the Site, you agree to (a) maintain the security of your password and identification, (b) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current and complete, (c) accept all risks of unauthorized access to the Registration Data and any other information you provide to us.

  7. User Content and Conduct

    Description of User Content. The Site may include Interactive Areas, including, but not limited to, galleries, forums, chat rooms, blogs, message boards, online hosting or storage services, or other areas or services in which you or other Users may create, post or store Content (“User Content”). You are solely responsible for your use of and access to the Interactive Areas and you will use the Interactive Areas at your own risk. You understand that when using the Sites, you may be exposed to User Content or Content provided by other third parties, and you agree that we are not responsible for the accuracy, safety, appropriateness or intellectual property rights in or related to such Content. Users can be held liable for any illegal or prohibited User Content they provide to the Site, including among other things, infringing, defamatory or offensive materials. If you discover this kind of material on the Site, please notify us at legal@learnup.com. We will investigate your claim and may then take the actions deemed appropriate.

    Prohibited User Content. By using any Interactive Areas, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through any Site any of the following:

    • Any User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable or harmful, including, but not limited to, any User Content containing nudity that would be unacceptable in a public museum where minors visit;
    • User Content that would constitute, encourage or provide instructions for a criminal offense, violate our rights or those of others (including, but not limited to, our Corporate Customers’), endanger national security, or that would otherwise create liability or violate any local, state, national or international law;
    • User Content that may infringe or violate any patent, trademark, trade secret, copyright or other intellectual or other proprietary right of ours, our Corporate Customers, or of any third party. By posting any User Content, you represent and warrant that you have the lawful right to use, display, distribute, and reproduce such User Content;
    • User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
    • User Content that you know or reasonably suspect is false, misleading, untruthful, deceptive, or inaccurate;
    • Unsolicited promotions, political campaigning, advertising or solicitations, spam, junk mail, chain letters, mass or bulk email, or pyramid schemes;
    • Private information of ours or of any third parties, including, but not limited to, addresses, phone numbers, email addresses, social security numbers and credit card numbers;
    • Viruses, corrupted data or other harmful, disruptive or destructive files;
    • User Content that is objectionable, harmful or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Site, or which may expose us, or Corporate Customers, or other Users to any harm or liability of any nature or type.

    Acceptable Use Policy. The Sites are available for access and use by you solely for lawful purposes. Any action by you or associated with your account that we believe, in our sole and absolute discretion: (a) violates these Terms of Use; (b) violates any applicable law, statute, court order, regulation or ordinance (including, without limitation, those governing export control, consumer protection, unfair or deceptive practices, and false advertising); (c) restricts, inhibits, disrupts, interferes with, limits, or prevents access or use by anyone of the Sites; or (d) through the use of the Sites, abuses, defames, harasses, libels, disparages or threatens another user of the Sites or any other third party, is strictly forbidden. You also may NOT:

    • take any action that attempts to impersonate, deceive, or defraud any person or entity;
    • use metatags or any other “hidden text” utilizing any of our or any third party’s product names or trademarks;
    • harvest or otherwise collect personal information about users, including e-mail addresses, without their consent;
    • use any robot, spider, crawler, scraper, bots or other automated means to access or use the Sites;
    • introduce or attempt to introduce software viruses, Trojan horses, worms, backdoors or any other computer codes, files, or programming instruction or set of instructions that are designed or intended to disrupt, disable, harm, interfere or otherwise adversely affect any computer programs, software, firmware, hardware, mobile devices, wireless devices, computer systems, data or operations;
    • take any action that imposes or may impose an unreasonable or disproportionately large load on our technical infrastructure;
    • take any action that attempts to gain unauthorized access to, or attempts to compromise the normal functioning operation or security of, any network, system, computing facility, equipment, data or information of anyone;
    • take any action that discloses or attempts to gain unauthorized access to user names, passwords, email address, or other personal information of anyone, including, without limitation, other end users;
    • take any action that bypasses or attempts to bypass, or circumvents or attempts to circumvent, any measures we may use to prevent or restrict access to the Sites or certain features or modules of the Sites; or
    • attempt to benchmark the Sites or related services.

    Disclaimers of User Content. We provide the Site solely as an Internet Service Provider, as such term is defined by various laws, including the Digital Millennium Copyright Act of 1998 (“DMCA”) and Section 230 of the Communications Decency Act (“CDA”). As such, although we prohibit certain activities in these Terms of Use, we do not control and take no responsibility or liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor are we liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter by use of the Site, including the Interactive Areas. Your use of the Site and the Interactive Areas is at your own risk. As a provider of interactive services, we are not liable for any statements, representations or Content provided by our Users or Corporate Contributors in any public gallery, forum, personal home page or other Interactive Area. We have no obligation to screen, edit or monitor any User Content posted in any Interactive Areas. We also do not endorse, support, represent, approve, sponsor, or guarantee the completeness, truthfulness, accuracy, or reliability of any User Content or Feedback (as defined below).

    We reserve the right, but not the obligation, to remove, screen or edit the Content posted or stored on the Site at any time and for any reason without notice. You are solely responsible for creating backup copies of and replacing any User Content you post or store on the Site at your sole cost and expense. Any use of the Interactive Areas or other portions of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Site.

    You understand and acknowledge that any User Content contained in public postings, including, but not limited to, any portions of the Site that may be designated as private, will be accessible to the public and could be accessed, indexed, archived, linked to and republished by others, including, but not limited to, appearing on other websites and in search engine results. Therefore, you should be careful about the nature of the Content you post. We will not be responsible or liable for any third party access to or use of the User Content you post. You represent and warrant that: (a) you own or otherwise control all of the rights to the User Content that you post, or you otherwise have the right to post such User Content to the Site and to grant the rights granted herein; (b) the User Content you supply is accurate and not misleading; and (c) use and posting of the User Content you supply does not violate these Terms of Use and will not violate any rights of or cause injury to any person or entity.

    Your License Grant to Us. You hereby grant us and our Corporate Customers and affiliates a non-exclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any User Content you post to the Site, throughout the world in any media.

    Your Feedback. You acknowledge and agree that any feedback, ideas, suggestions, or proposals that you provide (“Feedback”) in the form of email or other submissions to us (including, but not limited to, any status or other updates) or otherwise post on or provide via the Site will, to the maximum extent permissible under applicable laws, automatically become our sole property, and you hereby assign to us, exclusively and throughout the world, all rights, title, and interests in such Feedback, all intellectual property rights embodied therein, and otherwise, you hereby grant us a perpetual, irrevocable, worldwide, fully-paid up, royalty free, assignable, sublicensable license to use, reproduce, display, create derivative works of, make, sell, have made, have sold, import, export or otherwise exploit any such Feedback. You are not entitled to any acknowledgment, compensation or reimbursement in connection with such Feedback or grant of rights to same. By providing such Feedback, you acknowledge and agree that: (a) your Feedback do not contain confidential or proprietary information; (b) we are not under any obligation of confidentiality, express or implied, with respect to the Feedback; (c) we will be entitled to use or disclose (or choose not to use or disclose) any Feedback for any purpose, in any way, in any media worldwide; (d) we may have something similar to the Feedback already under consideration or in development; (e) your Feedback automatically become our property without our obligation to you; and (f) we may, but are not obligated to, review or monitor areas on the Site where users may transmit or post Feedback.

  8. Our Intellectual Property Rights

    Ownership of Content. Except to the extent expressly provided elsewhere on the Site, the Site and all content and other materials on the Site, including, but not limited to, our logo and all designs, text, graphics, logos, icons, images, photographs, audio and video clips, digital downloads, data compilations, software and the selection and arrangement thereof as well as all Content posted on the Site, whether by us or our other Users or Corporate Customers (collectively, the “Materials”) are our property or that of our Corporate Customers, sponsors, other Users or other licensors, and are protected by United States and/or international copyright laws, trademark laws, and other intellectual property laws.

    Our Marks. LearnUp, the LearnUp logo, and all other of our products and service names, logos and slogans contained in or displayed the Site are our (or our supplier’s and licensor’s) trademarks or service marks (“our Marks”) and may not be copied, imitated or otherwise used, in whole or in part, without our prior written consent. You may not use any metatags or any other “hidden text” utilizing “LearnUp” or any other of our names, trademarks, service marks or products or service names, without our prior written consent. In addition, the look and feel of the Sites, including, but not limited to, all page headers, custom graphics, button icons and scripts, is our service mark, trademark and/or trade dress and may not be copied, imitated or otherwise used, in whole or in part, without our prior written consent. All other trademarks, registered trademarks or service marks, product names and company names and logos mentioned in or displayed on the Site are the property of LearnUp or of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, service mark, manufacturer, supplier or otherwise does not constitute or imply any endorsement, sponsorship or recommendation thereof by LearnUp. You understand that any consent required of us under these Terms of Use may be withheld by us in our sole discretion, without or without any reason.

    Our License to You. We hereby grant you a limited, non-sublicensable and non-exclusive license to access and make use of the Site for your personal use only, solely in accordance with, and subject to, the terms set forth in these Terms of Use. Such license does not include, except as and to the extent otherwise expressly permitted by these Terms of Use: (a) the collection, use, copying or distribution of any portion of the Site or the Materials; (b) any resale, commercial use, commercial exploitation, distribution, public performance or public display of the Site or any of the Materials; (c) modifying or otherwise making any derivative uses of the Site or the Materials, or any portion thereof; (d) use of data mining, robots or similar data gathering or extraction methods; (e) downloading (other than page caching) of any portion of the Site, the Materials or any information contained therein, except as expressly permitted on the Site; or (f) any use of the Site or the Materials other than for their intended purposes. We reserve all rights that are not expressly granted in these Terms of Use.

    No Deep Linking. You agree that you are only authorized to visit, view and to retain a copy of pages of this Site for your own personal use, and that you shall not duplicate, download, publish, modify or otherwise distribute the material on this Site except for your personal use, unless otherwise specifically authorized by us in writing to do so. You also agree not to deep-link to the Site for any purpose, unless specifically authorized by us in writing to do so. The content and software on this Site is our property of or that of our Corporate Customers, sponsors, suppliers, or licensors and is protected by U.S. and international copyright laws. We post a legal notice and various credits on pages of the Site, which may not be removed. Please do not remove this notice or these credits, or any additional information contained along with the notices and credits.

    Breach / Revocation of License. Any use of the Site or of any Materials not owned by you, other than as specifically authorized herein, without our prior written consent, is strictly prohibited and will terminate the license granted herein and constitute a breach of the license granted herein. Such unauthorized use may also violate applicable laws, including, but not limited to, copyright, trademark, and trade secret laws and applicable communications, regulations and statutes. Except as otherwise expressly stated herein, nothing in these Terms of Use will be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. In the event any license (which is not expressly granted under these Terms of Use to You) is otherwise deemed to be granted to you by operation of law or otherwise, you hereby irrevocably assign to us forever all right, title and interest therein, without any fee. In addition, such license will be revocable by us at any time without any penalty.

    Repeat Infringer Policy. In accordance with the United States Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, subscribers or account holders who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Site and/or terminate the accounts of any users who infringe any of our intellectual property rights or those of others (including, but not limited to, our Corporate Customers), whether or not there is any repeat infringement.

  9. Copyright Complaints

    We respect the intellectual property rights of others. If you are a copyright owner or an agent thereof and believe that any User Feedback or other Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Designated Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):

    • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
    • 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;
    • Identification of the material 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;
    • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
    • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
    • 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.

    You may file a notification of such infringement with our Designated Agent as set forth below:

    Designated Agent: LearnUp, Inc
    C/O Gibson Dunn & Crutcher LLP
    Address of Designated Agent: 1881 Page Mill Road
    Palo Alto, CA 94304-1211
    Email Address of Designated Agent: hello@learnup.com

    We may give notice of a claim of copyright infringement to our users by means of a general notice on the Site, electronic mail to a user’s email address in our records, or by written communication sent by first-class mail to a user’s address in our records.

    For clarity, only DMCA notices should go to our Designated Agent named above; any other feedback, comments, requests for technical support, and other communications should be directed to LearnUp customer service at hello@learnup.com. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.

    Counter-Notice. If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use your User Content, you may send a counter-notice containing the following information to our Designated Agent:

    • Your physical or electronic signature;
    • Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
    • A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
    • Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Francisco, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

    If a counter-notice is received by our Designated Agent, LearnUp may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at LearnUp’s sole discretion.

  10. Links to Third Party Sites

    The Sites may contain links to web pages, websites, social media accounts and other content of third parties (“Third Party Sites”). The inclusion of any link to Third Party Sites provided solely as a convenience to our Users, including you, and does not imply affiliation, endorsement, approval, control or adoption by us of any website or any information or content contained therein. We make no claims or representations regarding, and accept no responsibility for such Third Party Sites, or for the quality, accuracy, nature, ownership or reliability thereof. Any use of these links and the Third Party Sites contained therein is at your own risk. When you leave the Site, you should be aware that our terms and policies 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 Site. Without limiting the generality of the foregoing, we shall not be responsible for or control over any privacy or security practices or any third party site’s collection, storage, use or disclosure of your information. You are solely responsible for reading and complying with the privacy policies, use or service agreements or terms of use, and any other policies of third party sites. By using the Site to search for or link to another site, you agree and understand that you may not make any claim against us for any damages or losses, whatsoever, resulting from such Third Party Sites.

  11. Advertisements and Promotions; Third Party Products and Services

    We may run advertisements and promotions from third parties on the Site or may otherwise provide information or links to third party products or services on the Site. Your business dealings or correspondence with, or participation in promotions of our advertisers and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and such third party. We are not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings or promotions or as the result of the presence of such third party advertisers or third party information on the Site.

  12. Disclaimer of Warranties

    THE SITE, ITS INTERACTIVE AREAS, CONTENT, MATERIALS, USER CONTENT AND OTHER INFORMATION AVAILABLE (INCLUDING ANY CONTRIBUTIONS) ON THE SITE ARE PROVIDED TO YOU ON AN “AS IS” OR “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY AND WHETHER ARISING OUT OF A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OR TRADE. WE EXPRESSLY DISCLAIM, WITHOUT LIMITATION, ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE OR USE. WE ALSO MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY AND WHETHER ARISING OUT OF A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OR TRADE, REGARDING THE AVAILABILITY, RELIABILITY OR SECURITY OF THE SITE AND WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR ANY MODIFICATION, SUSPENSION, UNAVAILABILITY, OR DISCONTINUANCE OF THE SITE, THE MATERIALS, THE USER CONTENT AND OTHER INFORMATION AVAILABLE (INCLUDING ANY CONTRIBUTIONS) AVAILABLE ON THE SITE.

    WE DO NOT REPRESENT OR WARRANT THAT INTERACTIVE AREAS, CONTENT, MATERIALS, USER CONTENT AND OTHER INFORMATION (INCLUDING ANY CONTRIBUTIONS) AVAILABLE ON THE SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, FREE OF DEFECT, STABLE OR ERROR-FREE OR THAT THE SITE, ITS WEB SERVERS OR ANY EMAIL SENT BY US OR FROM THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE ARE NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO INTERACTIVE AREAS, CONTENT, MATERIALS, USER CONTENT AND OTHER INFORMATION AVAILABLE ON THE SITE.

  13. Limitation of Liability; Release

    UNDER NO CIRCUMSTANCES SHALL WE, OUR CORPORATE CUSTOMERS, SPONSORS, LICENSORS, OR OUR OR THEIR RESPECTIVE DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS, BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE SITES OR THE CONTENT) WHATSOEVER, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE OR ANY OF THE FOREGOING PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE LIABILITY OF LEARNUP AND ITS CORPORATE CUSTOMERS, SPONSORS, LICENSORS, DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, AND SUPPLIERS FOR ANY CLAIM OR SERIES OF CLAIMS WILL BE LIMITED IN THE AGGREGATE TO FIVE U.S. DOLLARS ($5.00). YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE LEARNUP SITE, LEARNUP, INC, AND ITS CORPORATE CUSTOMERS, SPONSORS, LICENSORS, DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, AND SUPPLIERS, AND ITS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND ALL OTHER RELATED PERSONS OR ENTITIES, FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, SUITS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH YOUR USE OF ANY OF THE SITES OR THE MATERIALS.

    IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR” (OR ANY EQUIVALENT STATUTORY PROVISION WITH A SIMILAR IMPORT OR INTENT). IF YOU ARE A RESIDENT OF A STATE OTHER THAN CALIFORNIA, YOU EXPLICITLY WAIVE THE TERMS AND PROTECTIONS OF ANY STATUTE OF YOUR OWN STATE THAT HAS A SIMILAR IMPORT OR INTENT.

    The foregoing limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

  14. Indemnification

    You agree to indemnify, defend and hold us, our Corporate Customers, our affiliates, sponsors, and our and their respective independent contractors, service providers, consultants, directors, officers, employees and agents, and applicable third parties (such as licensors, partners and advertisers) (collectively, the “Indemnified Parties”) harmless from and against any actual or threatened suit, demand or claims, damages, costs, liabilities and expenses (including, but not limited to, damage awards, settlement amounts, and reasonable attorneys’ fees) brought against any Indemnified Parties, arising out of or relating to: (a) your use of the Site, the Materials, the User Content or any other information (including Feedback) available on the Site (including, but not limited to, your use, installation or service of the Materials, the User Content or the Feedback); (b) your conduct; (c) your failure to perform your obligations under these Terms of Use (including, but not limited to, your violation of these Terms of Use); and/or (d) your violation of the rights of any third party.

  15. Termination

    Notwithstanding any of these Terms of Use, we reserve the right, without notice and in our sole discretion, to terminate your license to use the Site, and to block or prevent future your access to and use of the Site.

  16. General

    No Agency. You agree that no joint venture, partnership, employment or agency relationship exists between you and us or any of our Corporate Customers as a result of this Agreement or your use of the Site. These Terms of Use (including the Privacy Policy and all other operating policies, rules and procedures posted on any of the Site) constitute the entire agreement between us and you concerning the subject matter hereof, and may only be modified by a written amendment signed by a duly authorized representative of LearnUp, or pursuant to the terms set forth in the Section of this Agreement titled “Updates and Changes to Terms of Use”.

    Choice of Law; Dispute Resolution; No Class Actions. Your use of the Site is subject to all applicable local, state, national and international laws and regulations. These Terms of Use and your use of the Site will be governed by California law, excluding any conflicts of law rules to the contrary, as well as all applicable federal laws, including the Federal Arbitration Act. Except as provided in this paragraph with respect to requests for injunctive relief relating to a breach of your license rights or our intellectual property rights, any controversy, claim or dispute arising out of this Agreement or your use of the Site (including without limitation any controversy, claim or dispute arising from your dealings with or agreement entered into with our Corporate Customers for products and/or services promoted in, linked or otherwise provided in or with the Site (collectively, “Claims”)) shall be resolved by final and binding arbitration. Such arbitration shall take place in San Francisco, California, and shall be administered by a single arbitrator pursuant to the JAMS Comprehensive Arbitration Rules and Procedures. The arbitrator shall be empowered to award any form of individual relief, including injunctive relief. In order to keep costs down for both you and us, hearings may, at our request, be conducted telephonically or entirely upon submissions. If we think you are violating your license to use the Site or our intellectual property or trade secret rights, we may bring an action for injunctive relief in any court of competent jurisdiction. You expressly consent to the exercise of jurisdiction and venue by the state and federal courts located in San Francisco, California. In addition to the above, you waive the right to bring any Claim as a class action, consolidated, multi-district or collective action, or private attorney general action. You also agree not to participate in any class action, consolidated, multi-district or collective action, or private attorney general action regarding any Claim. If we prevail in any arbitration or proceeding to enforce this Agreement or arising out of your access to or use of the Site, we shall be entitled to recover, in addition to all other available legal and equitable relief, its legal costs, including attorneys’ fees. You acknowledge and agree that each Corporate Customer is participating on the Site in reliance of its and your rights, remedies, and obligations under this Agreement, including the terms of this paragraph, and each Corporate Customer will be a third-party beneficiary of this paragraph of the Agreement.

    Assignment. You will not assign any of your rights and obligations under these Terms of Use without our prior written consent. We reserve the right to assign or transfer our rights and obligations under this Agreement.

    Severability. If any provision of these Terms of Use is found to be void or unenforceable, then the remainder will have full force and effect, and the invalid provision will be partially enforced to the maximum extent permitted by law to effectuate the purpose of these Terms of Use.

    Certain Third Party Terms. You agree that, in addition to these Terms and Conditions, your use of Sites that are mobile applications may be subject to the usage rules set forth in Apple App Store’s terms of service and Google Play’s terms of service, if you download Apple App Store or Google Play, respectively, or any other third party platform, developer or distributor end-user license agreement and/or terms and conditions by which you agree to be bound when you download the App or otherwise access the Services.

    Notices; Contacts. All notices, demands and other communications hereunder shall be in writing and shall be effective upon receipt, provided that we may provide notice to you by posting announcements on any of the Sites or sending an e-mail to you at the e-mail address that is currently associated with your account if you have one, or as otherwise provided under Section 3 (Communications between LearnUp and you) above. Any such e-mail notice to you will be deemed given on the day it is sent. Except as specified in the next sentence, all notices to us of a legal nature shall be in writing and shall be sent by certified first-class U.S. mail, return receipt requested, to:

    Attention: Legal Affairs
    LearnUp, Inc.
    c/o Gibson, Dunn & Crutcher LLP
    1881 Page Mill Road, Palo Alto, CA 94304-1211

    All notices regarding copyright or other intellectual property infringement issues shall be sent in accordance with our intellectual property policy described above under the heading “Copyright Complaints”. If you have any questions about these Terms, then please contact us at legal@learnup.com, or at the postal address set forth above.

Sign In

Register

We’ve made some updates to LearnUp. Please reload to continue.

Don’t worry, we’ve saved your progress and you’ll be able to continue after reload. We've made some updates to LearnUp. Please reload your page to continue.

Reload