If you live in India, you are agreeing to the Learnee India Terms of Service

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Learnee Terms of Service

(If you live in the United States or Canada)

Last Updated: April 28, 2022

Welcome, and thank you for your interest in Learnee, Inc. (“Learnee,” “we,” or “us”) and our reminder and content sharing tool, along with our related mobile applications “VaSi” and “VaSi – an extension of your mind” (such mobile applications, collectively “VaSi”) and our website at www.learnee.ai (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Learnee regarding your use of the Service.

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PLEASE READ THE FOLLOWING TERMS CAREFULLY.
 

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING LEARNEE’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND LEARNEE’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY LEARNEE AND BY YOU TO BE BOUND BY THESE TERMS.

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ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 17, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND LEARNEE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury.

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Material Terms. As provided in greater detail in these Terms (and without limiting the express language of these Terms), you acknowledge the following:

• the Service is licensed, not sold to you, and you may use the Service only as set forth in the Terms;
• the use of the Service may be subject to separate third-party terms of service and fees, including, without limitation, your mobile network operator’s terms of service and fees, including fees charged for data usage and overage, which are your sole responsibility;
• the Service may include certain subscription-based plans with automatically recurring payments for periodic charges, as provided in greater detail in Section 4
• you consent to the collection, use and disclosure of information you provide and other information obtained about you from your use of the Service, including your personal information, in accordance with Learnee’s Privacy Policy;
• the Service is provided to you on an “as is” basis without warranties of any kind and Learnee’s liability to you is limited; and
• disputes arising between you and Learnee will be resolved by binding arbitration. By accepting these Terms, as provided in greater detail in Section 17 below, you and Learnee are each waiving the right to a trial by jury or to participate in a class action.

1. Learnee Service Overview. The Service enables users to capture and share bundles of information consisting of messages, reviews, photos, videos, images, data, text, audio recordings, files, or other types of works or information (each bundle, a “Dot”) and set reminders in connection with a Dot. Users may create and sell limited User Content to other users of the Service through a digital marketplace (“Marketplace”). You may choose whether to use the free version of the Service (“Free Service”) or the premium Service for which you may be required to pay fees (the “Paid Service”). 

2. Eligibility. You must be at least 13 years old to use the Service. By agreeing to these terms, you represent and warrant to us that: (a) you are at least 13 years old; (b) if you are under 18 years old, your parent or legal guardian has reviewed and agreed to the Terms on your behalf; (c) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have the authority to bind you to these terms and you agree to be bound to these Terms. You may not download or use the Service if (y) you are located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country or (z) you are listed on any U.S. Government list of prohibited or restricted parties. 

3. Accounts and Registration. To access most features of the Service, you must register for an account on the Service (an “Account”). When you register for an Account, you may be required to provide us with some information about yourself, such as your name and phone number. You agree to receive text messages (from us or our third-party providers) with codes to register for our Services. You acknowledge and agree that your Account may be tied to the specific phone number and Device that you used to register such Account, and that any features, functionality, and purchases associated with your Account (including a Subscription Service that you activate, or Subscription Credits or Credit Packs that you receive or purchase) may be tied to that specific Account and phone number and Device, and

may be lost and forfeited if you change your phone number or Device. You agree that the information you provide to us is accurate, complete, and not misleading and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to create a password for the Account. You are solely responsible for maintaining the confidentiality of your Account, and you accept responsibility for all activities that occur under your Account. If you believe that your Account is no longer secure, then you must immediately notify us at hello@learnee.ai. 

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4. General Payment Terms.

Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable unless otherwise specifically provided for in these Terms, provided that the foregoing will not limit any refund rights that you may have directly from the operators of the marketplace from which you obtained a copy of VaSi. 

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4.1 Price. Learnee reserves the right to determine pricing (the “Subscription Fee”) for the Service. Learnee will make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check our pricing page on the Service periodically for current pricing information. Learnee may change the fees for any feature of the Service, including additional fees or charges, if Learnee gives you advance notice of changes before they apply. Learnee, at its sole discretion, may make promotional offers with different features and different, discounted, special or free pricing to any of Learnee’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms. Learnee retains the right to fully or partially modify or discontinue any free promotional offer at any time, with or without notice, and for any reason whatsoever in Learnee’s sole and absolute discretion. Learnee also retains the right to fully or partially modify or discontinue any discounted or special paid promotional offer at any time, with or without notice, and for any reason whatsoever in Learnee’s sole and absolute discretion provided that Learnee determines that you have received reasonably fair commercial value for any amounts paid by you (net of any refunds, rebates, coupons or discontinued payment obligations in favor of Learnee). You agree that Learnee is under no obligation whatsoever (i) to describe any discounted, free or special promotional offers in any particular manner, or (ii) to disclose or describe any promotional offers through any particular channel, on its website, in its applications, on or through any applicable app store or through any particular mode of communication.

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4.2 Authorization. You authorize Learnee and its third-party payment processors (including Apple and Google) to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Learnee, including all applicable taxes, to the payment method specified in your Account. If you pay any fees with a credit card, Learnee or its third-party payment processors may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

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4.3 Subscription Service. The Service may include certain subscription-based plans with automatically recurring payments for periodic charges (“Subscription Service”). A Subscription Service is specifically tied to a particular Account and cannot be used across multiple Accounts or Devices unless activated and purchased separately. The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that you select on your Account (such period, the “Initial Subscription Period”), and will automatically renew for immediately successive subscription periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a “Subscription Period”) unless you cancel the Subscription Service or we terminate it. If you activate a Subscription Service, you authorize Learnee or its third-party payment processors (including Apple and Google) to periodically charge, on a going-forward basis and until cancellation of the Subscription Service, all accrued sums on or before the payment due date for the accrued sums. Your Account will be charged automatically on the Subscription Billing Date and periodically thereafter (in accordance with the billing frequency corresponding to the Subscription Service that you have activated) for all applicable fees and taxes for the next Subscription Period. You must cancel your Subscription Service before it renews in order to avoid billing of the next periodic Subscription Fee to your Account. Learnee or its third-party payment processor will bill the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). For clarity, you will need to cancel the Subscription Service separately on each Account on which you have activated a Subscription Service and Device on which you have installed VaSi. Cancellation of the Subscription Service will be effective at the end of the then-current Subscription Period, and your Account will be downgraded to the Free Service unless terminated in accordance with Section 13. 

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4.4 Credits. 

a. Subscription Service Credits. In connection with the Subscription Service, you may be allotted certain credits (“Subscription Credits”). Subscription Credits must be used (i) during the Subscription Period in which they were allotted to you; and (ii) solely as permitted by the functionality of the Service to access and use certain features of the Service. For the avoidance of doubt, Subscription Credits that you have been allotted during a particular Subscription Period expire at the end of such Subscription Period, meaning that any such Subscription Credits will not roll over into future Subscription Periods. There will be no refund or payment for any unused Subscription Credits. For the avoidance of doubt, Subscription Credits are Account and Device-specific, and may not be transferred or used on other Accounts or Devices.

b. Credit Packs. If you have activated a Subscription Service, you may also be eligible to purchase certain additional credit packs through your Account (“Credit Packs”). Credit Packs must be used solely as permitted by the functionality of the Service to access and use certain features of the Service, and Credit Packs are only eligible for use during the time that you have an active Subscription Service on your Account. There will be no refund or payment for any unused Credit Packs. For the avoidance of doubt, Credit Packs are Account and Device-specific, and may not be transferred or used on other Accounts or Devices.

c. No Cash Value. Subscription Credits and Credit Packs have no cash value or any other value outside of the Service and are not redeemable for cash. For the avoidance of doubt, the Subscription Credits and Credit Packs do not operate or serve as stored value facilities in any way. You may not transfer, trade, gift or otherwise exchange Subscription Credits or Credit Packs.

4.5 Delinquent Accounts.  Learnee may suspend or terminate access to the Service, including fee-based portions of the Service, for any Account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent Account may be charged with fees or charges that are incidental to any chargeback or collection of any of the unpaid amount, including collection fees. If your payment method is no longer valid at the time a Subscription Fee is due, then Learnee reserves the right to delete your Account and any information or User Content (defined below) associated with your Account without any liability to you. 

5. Licenses

5.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Learnee grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

(a) install and use one object code copy of VaSi obtained from a legitimate marketplace on a mobile device that you own or control (“Device”); and

(b) access and use the Service. The Service is licensed, not sold to you.

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5.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not:

(a) reproduce, distribute, make derivative works of, publicly display, or publicly perform the Service;

(b) make modifications to the Service;

(c) interfere with or circumvent any feature of the Service, including any security or access control mechanism;

(d) rent, lease, loan, resell, distribute, or otherwise transfer the Service; or

(e) remove or destroy any copyright notices or other proprietary markings from the Service. If you are prohibited under applicable law from using the Service, you may not use it.

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5.3 Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Learnee an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We have no obligation to provide you with attribution for any Feedback you provide to us.

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6. Ownership; Proprietary Rights. The Service is owned and operated by Learnee. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Learnee are protected by intellectual property and other laws. All Materials included in the Service are the property of Learnee or its third-party licensors. Except as expressly authorized by Learnee, you may not make use of the Materials. There are no implied licenses in these Terms and Learnee reserves all rights to the Materials not granted expressly in these Terms. For clarity, the Service may be implemented using machine learning systems with features and implementations designed to generate statistics, calibrate data models, and improve algorithms in the course of processing Data and User Content (“Machine Learning”). Nothing in these Terms prohibits Learnee from using such Machine Learning for testing, tuning, optimizing, validating, or otherwise enhancing the analytics, models, or algorithms underlying the Service. Nothing in these Terms gives you any rights in or to any part of the Service or the Machine Learning generated by Learnee or the Machine Learning generated in the course of providing the Service.

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7. Third-party Terms and Software

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7.1 Third-party Terms. You are solely responsible for your use of the Service on your Device, including without limitation compliance with any applicable third-party terms and payment of any applicable fees (such as data or connection fees) to third parties such as a mobile phone carrier.

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7.2 Third-party Services. Our Service may allow you to access, use, or interact with third-party products and services. For example, Learnee may provide tools through the Service that enable you to export information, including User Content, to third-party services (such as iCloud or Google Drive). By using one of these tools, you hereby authorize and agree that Learnee may transfer that information to the applicable third-party service. Third-party services are not under Learnee’s control, and, to the fullest extent permitted by law, Learnee is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Learnee’s control, and Learnee is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party serices before you share any User Content or information with such third-party services. Once sharing occurs, Learnee will have no control over the information that has been shared. 

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7.3 Third-party Services. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-party Components”). For a list of Third-party Components and related disclosures, please visit www.learnee.ai/ossd. Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-party Components under the applicable third-party licenses or to limit your use of Third-party Components under those third-party licenses.

 

8. User Content and Data 
 

8.1 Access to Device Resources. To the extent you decide to use the Service in connection with resources located on your Device, including photo libraries, video libraries, audio libraries, calendars, contacts, or other resources, you represent and warrant that you have the rights to provide us with access to such resources to allow us to provide our Services.

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8.2 User Content Generally. Certain features of the Service may permit users to upload content to the Service, including Dots, photos, and other types of works (collectively, “User Content”), share Dots with other users of the Service, and otherwise publish User Content on the Service. You retain any copyright and other proprietary rights that you may hold in the User Content that you upload or post to the Service, subject to the licenses granted in these terms. Learnee allows users to buy and sell Dots to other users through the Service. A User has the right to set the initial price for the Dot and each User has the right to set the resale price for any subsequent sales.

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8.3 Limited License Grant to Learnee.

a. By posting Dots or User Content to or via the Service or on the Marketplace, you grant Learnee a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to (a) host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, process, transform, create derivative works as authorized in these Terms, and distribute your User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed; and (b) collect, process, transmit, transfer, store, and use any information related to your use of the Service, and any other data collected or generated by the Service (such information and data, “Data”), in each case (a) and (b) for Learnee’s business purposes, including to provide the Service, to improve, personalize, maintain, and support the Service, for purposes of Machine Learning, industry analysis, benchmarking, analytics, and the development, commercialization, and offering of new products and services. You agree to pay all monies owing to any person or entity resulting from posting your User Content ro Dots and from Learnee’s exercise of the license set forth in this Section.

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b. You must not post any User Content or Dots on or through the Service or transmit to Learnee any User Content or Dots that you consider to be confidential or proprietary. Any User Content or Dots posted by you to or through the Service or transmitted to Leanee will be considered non-confidential and non-proprietary, and treated as such by Learnee, and may be used by Learnee in accordance with these Terms without notice to you and without any liability to Learnee.

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c. For the avoidance of doubt, the rights granted in Sections 8.3 include, but are not limited to, the right to:

(i) reproduce audio-only and audiovisual works (and any sound recordings and musical works embodied therein), sound recordings (and any musical works embodied therein), and musical works;

(ii) publicly display audiovisual works;

(iii) publicly perform and communicate to the public audio-only and audiovisual works (and any sound recordings and musical works embodied therein), sound recordings (and any musical works embodied therein), and musical works; and

(iv) provide closed captioning or dubbing of alternative languages for any User Content or Dots, in each instance of clauses (i) through (iv) on a royalty-free basis. This means that you are granting Learnee the right to use your User Content or Dots without the obligation to pay royalties to any third party, including, but not limited to, a copyright owner, a videogame copyright owner, a sound recording copyright owner (e.g., a record label), a musical work copyright owner (e.g., a music publisher), a performing rights organization (e.g., ASCAP, BMI, SESAC, etc.) (a “PRO”), a sound recording PRO (e.g., SoundExchange), any unions or guilds, and engineers, producers or other royalty participants involved in the creation of User Content.

 

8.4 Limited License Grant to Other Users. When using the Service, certain User Content, including Dots, may be viewable by other users. By providing User Content to or via the Service to other users of the Service, you grant those users a non-exclusive license to access, use, and edit that User Content as permitted by these Terms and the functionality of the Service. If you are a User purchasing a Dot through the Service, then your purchase of any User Content through the Service results in a limited license grant to you and your purchase of the Dot does not give you the right to publicly display, perform, distribute, sell or otherwise reproduce the Dot for any commercial purpose (i.e., you may not intentionally or purposefully monetize the Dot (except in connection with a sale of such Dot)). IF YOU ARE A USER PURCHASING A DOT, THEN YOU FURTHER AGREE THAT YOU ARE NOT RECEIVING ANY COPYRIGHT INTEREST IN THE DOT. Any commercial use or exploitation of the Dot could subject you to claims of copyright infringement. If you are a User selling any Dot, then you agree that the terms of this Section 8.4 will govern the initial sale of any Dot and any subsequent sale of such Dot. If you sell any Dots through the Service, you further agree that you will not have any claims against Learnee for any breach of Section 8.4 by a User. If you purchase any Dot, then you agree to use the Dot in accordance with this Section 8.4. IF YOU PURCHASE ANY DOT THROUGH THE SERVICE, YOU HEREBY AGREE TO HOLD LEARNEE AND THE SELLER OF THE DOT HARMLESS FROM AND AGAINST ANY AND ALL VIOLATIONS OR BREACHES OF THIS SECTION 8.4.

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8.5 Disputes. LEARNEEE WILL NOT BE A PARTY TO ANY DISPUTES OR NEGOTIATIONS OF DISPUTES BETWEEN USERS. YOU AGREE TO RESOLVE ALL SUCH DISPUTES WITH ANY OTHER USERS OF THE SERVICE WITHOUT INVOLVING LEARNEE IN SUCH DISPUTE. THE QUALITY OF THE DOT PURCHASED THROUGH THE USE OF THE SERVICE IS ENTIRELY THE RESPONSIBILITY OF THE SELLER. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING DOTS OFFERED VIA THE SERVICE RESTS SOLELY WITH YOU. IF LEARNEE IS REQUIRED TO PARTICIPATE IN ANY SUCH DISPUTE, THEN YOU WILL INDEMNIFY, DEFEND AND HOLD HARMLESS LEARNEE FROM AND AGAINST ANY AND ALL DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF ANY SUCH DISPUTE.

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8.6 Specific Rules for Photographs and Images. If you post a photograph or image to the Service that includes one or more persons, you hereby grant such persons and their administrators, guardians, heirs, and trustees, if any, an irrevocable, perpetual, royalty free, fully paid-up, worldwide license to reproduce, distribute, and publicly display that photograph for personal use and through any online platform or service, including the Service, Facebook, Instagram, and Twitter, but not to promote any third-party product, good, or service. The license contained in this Section does not permit the subject of any photo or their administrators, guardians, heirs, or trustees to sell that image or photograph, whether on a standalone basis or as embodied in any product.

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8.7 Specific Rules for Musical Works and for Recording Artists. If you are a composer or author of a musical work and have granted non-exclusive rights to a Performing Rights Organization (“PRO”), then you must notify your PRO of the royalty-free license you grant through these Terms to Learnee. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher or a PRO, then you must obtain the consent of that music publisher or PRO to grant the royalty-free license(s) set forth in these Terms or have that music publisher or PRO enter into these Terms with Learnee. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant Learnee the licenses in these Terms. If you are a recording artist under contract with a record label, then you are solely responsible for ensuring that your use of the Service is in compliance with any contractual obligations you have to your record label, including if you create any new recordings through the Service that may be claimed by your label. Finally, if you wish to perform a cover song and post it to the Service, you are responsible for securing all rights in and to the underlying musical work before posting your recording or performance of that musical work to the Service.

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8.8 User Content Representations and Warranties. You must not post User Content or Dots if you are not the owners or are not fully authorized to grant rights in all of the elements of that User Content or Dot. Learnee disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that:
      a. You are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and          permissions to authorize Learnee and users of the Service to use and distribute your User Content as                    necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Learnee,

      the Service, and these Terms;
      b. Your User Content, and the posting or other use of your User Content as contemplated by these Terms,            does not and will not:

(i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right;

(ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Learnee to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to third parties; and

c. Your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

 

8.9 USER CONTENT DISCLAIMER. WE ARE UNDER NO OBLIGATION TO EDIT OR CONTROL USER CONTENT THAT YOU OR OTHER USERS TRANSMIT OR POST, AND WILL NOT BE IN ANY WAY RESPONSIBLE OR LIABLE FOR USER CONTENT. WE DO NOT GUARANTEE THAT ANY USER CONTENT IS ACCURATE, TRUTHFUL OR APPROPRIATE FOR ITS STATED PURPOSE. LEARNEE MAY, HOWEVER, AT ANY TIME AND WITHOUT PRIOR NOTICE, SCREEN, REMOVE, EDIT, OR BLOCK ANY USER CONTENT THAT IN OUR SOLE JUDGMENT VIOLATES THESE TERMS, IS ALLEGED TO VIOLATE THE RIGHTS OR THIRD PARTIES, OR IS OTHERWISE OBJECTIONABLE. YOU UNDERSTAND THAT, WHEN USING THE SERVICE, YOU WILL BE EXPOSED TO USER CONTENT FROM A VARIETY OF SOURCES AND ACKNOWLEDGE THAT USER CONTENT MAY BE INACCURATE, OFFENSIVE, INDECENT, OR OBJECTIONABLE. ADDITIONALLY, YOU ACKNOWLEDGE AND AGREE THAT, ALTHOUGH LEARNEE MAY PROVIDE CERTAIN FEATURES INTENDED TO ALLOW YOU TO RESTRICT ACCESS OF SOME USER CONTENT YOU CREATE FROM OTHERS OR OTHERWISE KEEP SUCH USER CONTENT PRIVATE, LEARNEE DOES NOT GUARANTEE THAT SUCH USER CONTENT WILL NEVER BE ACCESSIBLE BY OTHERS. TO THE FULLEST EXTENT PERMITTED BY LAW, LEARNEE IS NOT RESPONSIBLE FOR THE USE OF ANY USER CONTENT BY USERS OR NON-USERS OF THE SERVICE OR ANY THIRD PARTIES. YOU AGREE TO WAIVE, AND DO WAIVE, ANY LEGAL OR EQUITABLE RIGHT OR REMEDY YOU HAVE OR MAY HAVE AGAINST LEARNEE WITH RESPECT TO USER CONTENT. IF NOTIFIED BY A USER OR CONTENT OWNER THAT USER CONTENT ALLEGEDLY DOES NOT CONFORM TO THESE TERMS, WE MAY INVESTIGATE THE ALLEGATION AND DETERMINE IN OUR SOLE DISCRETION WHETHER TO REMOVE THE USER CONTENT, WHICH WE RESERVE THE RIGHT TO DO AT ANY TIME AND WITHOUT NOTICE. FOR CLARITY, LEARNEE DOES NOT PERMIT INFRINGING ACTIVITIES ON THE SERVICE.

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8.10 Monitoring Content. Learnee does not control and does not have any obligation to monitor (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that Learnee reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Learnee chooses to monitor the content, then Learnee still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy. Learnee may block, filter, mute, remove or disable access to any User Content or Dots uploaded to or transmitted through the Service without any liability to the user who posted such User Content or Dot to the Service or to any other users of the Service.

8.11 Backups. We strongly encourage you to secure and separately and externally (i.e., outside and independently of any Free Service or Paid Service) back up your User Content, including any and all Dots, on a regular basis. To the fullest extent permitted by law, Learnee has no responsibility for the deletion, corruption, or failure to store any User Content maintained or transmitted through the Service, and you take responsibility for securing and backing up your User Content. Learnee does not take responsibility for backing up your User Content, your data or any of your information and may not be able to restore this information once it is lost.

8.12 Through-To-The-Audience Rights. All of the rights you grant in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of external services will not have any separate liability to you or any other third-party for User Content posted or otherwise used on external services via the Service.

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9. Communications 

9.1 Push Notifications and/or Dots from Us. When you install VaSi on your Device, you agree to receive push notifications and/or Dots from us or VaSi, which are messages, notes or notifications an app or we send you on your Device when the app is not on. You can turn off notifications by visiting your Device’s “settings” page.

9.2 Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

10. Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO: 

      10.1. use the Service for any illegal purpose or in violation of any local, state, national, or international law;

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      10.2. harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Service;

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      10.3. violate, provide instructions on how to violate, or encourage others to violate, any right of a third-party,             including by infringing or misappropriating any third-party intellectual property right;

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      10.4. access, search, or otherwise use any portion of the Service through the use of any engine, software, tool,           agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software         or search agents provided by Learnee; interfere with security-related features of the Service, including by: (i)               disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii)                         decompiling, reverse engineering or otherwise attempting to discover the source code of any portion of the               Service except to the extent that the activity is expressly permitted by applicable law;

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      10.5. interfere with the operation of the Service or any user’s enjoyment of the Service, including by:

(i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code, or doing anything that could disable, overburden, or impair the proper working or appearance of our Service; (ii) making any unsolicited offer or advertisement to another user of the Service;

(iii) collecting personal information about another user or third-party without consent; or

(iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

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      10.6. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or           identity, accessing any other Service account without permission, or falsifying your date of birth;

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      10.7. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6)

       or any right or ability to view, access, or use any Materials; or

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      10.8. attempt to do any of the acts described in this Section 10 or assist or permit any person in engaging in

       any of the acts described in this Section 10.

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      10.9. Upload, post, or share User Content that could be deemed by a reasonable person to be objectionable,           profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
 

11. Intellectual Property Rights Protection

11.1. Respect of Third-Party Rights. Learnee respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.

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11.2. DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about any material posted on the Service, you may contact our Designated Agent at the following address:

Learnee, Inc.
Attn: Legal Department (IP Notification)
3101 Park Blvd, Palo Alto, CA, 94306
Email: legal@learnee.ai

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11.3. Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed
Infringement” to the Designated Agent identified above containing the following information:

11.3.1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;

11.3.2. a description of the copyrighted work or other intellectual property that you claim has been infringed;

11.3.3. a description of the material that you claim is infringing and where it is located on the Service;

11.3.4. your address, telephone number, and email address;

11.3.5. a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and

11.3.6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property right owner’s behalf.

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Your Notification of Claimed Infringement may be shared by Learnee with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Learnee making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

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11.4. Repeat Infringers. Learnee’s policy is to: (a) remove or disable access to
material that Learnee believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third-party by being made available through the Service; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. Learnee will promptly terminate the Accounts of users that are determined by Learnee to be repeat infringers. Learnee reserves the right, however, to suspend or terminate accounts of users in our sole discretion.

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11.5. Counter Notification. If you receive a notification from Learnee that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Learnee with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Learnee’s Designated Agent through one of the methods identified in Section 11.2, and include substantially the following information:.

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(a) your physical or electronic signature;
(b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
(c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
(d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Learnee may be found, and that you will accept service of process from the person who provided notification under Section 11.2 above or an agent of that person.

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A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

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11.6. Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Learnee in response to a Notification of Claimed Infringement, then Learnee will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Learnee will replace the removed User Content or cease disabling access to it in 10 business days, and Learnee will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Learnee’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Learnee’s system or network.

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11.7. False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of Learnee relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” Learnee reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

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12. Modification of Terms. We may, from time to time, change these Terms’. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We If we make modifications to these Terms, we will use commercially reasonable efforts to provide notice of such updates, such as by sharing a Dot with you, providing notice through the Service, or updating the “Last Updated” date at the beginning of these Terms. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications

are effective upon the date specified in the notice. By continuing to access or use the Service, you are agreeing to accept and be bound by the modified Terms. If you do not agree to the modified Terms, then, except as otherwise provided in Section 17.8 (“Modifications to this Arbitration Provision”), you should

remove your User Content and discontinue your use of the Service. Except as expressly permitted in this Section 12, these Terms may be amended only by a written agreement signed by authorized representatives

of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose. 

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13. Term, Termination and Modification of the Service

13.1. Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 13.2.

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13.2. Termination. If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Learnee may, at its sole discretion, terminate these Terms or your Account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without annyliability to you arising from such termination. If you are only using the Free Service, you may terminate your Account and these Terms at any time by uninstalling VaSi from all Devices and ceasing all use of the Service. If you are using the Paid Service, you may terminate your Account and these Terms by first cancelling your Subscription Service as further described in Section 4.3 and then uninstalling VaSi from all Devices and ceasing all use of the Service, provided that termination by you of your Account and these Terms will be effective upon the lapse of the Subscription Period during which you effectively cancel the Subscription Service as further described in Section 4.3.

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13.3. Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your Account or the Service; (c) you must pay Learnee any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 5.3, 6, 8, 13.3, 14, 15, 16, 17, and 18 will survive. You are solely responsible for retaining copies of any User Content you post to the Service since upon termination of your Account, you may lose access rights to any User Content you posted to the Service. If your Account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email
address or other forms of account verification.

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13.4. Modification of the Service. Learnee reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Learnee will have no liability for any change to the Service, including any paid for functionalities of the Service or any suspension or termination of your access to or use of the Service. You should retain copies of any User Content you post to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you posted to the Service.

 

14. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Learnee and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Learnee Entities”) from and against every claim brought by a third-party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third-party.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

 

15. Disclaimers; No Warranties

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. LEARNEE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. LEARNEE DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, ACCURATE, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND LEARNEE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. LEARNEE DOES NOT WARRANT THAT THE REMINDERS THAT YOU SET IN CONNECTION WITH YOUR DOTS WILL BE IN FACT DELIVERED TO YOU AT ALL, DISPLAYED PROPERLY OR IN A TIMELY MANNER, OR THAT ANY DOTS THAT YOU INTEND TO SHARE WITH OTHER USERS OF THE SERVICE WILL BE DELIVERED TO SUCH USERS IN A TIMELY MANNER OR AT ALL. YOU ACKNOWLEDGE THAT LEARNEE HAS HEREBY ADVISED YOU TO HAVE IN PLACE AN ALTERNATIVE METHOD (OUTSIDE OF LEARNEE’S SERVIES, APP OR OTHER SYSTEMS) TO CAPTURE AND SAVE ALL OF YOUR COTENT, INCLUDING WITHOUT LIMITATION, YOUR REMINDERS.

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NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR LEARNEE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE LEARNEE ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND

THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PERSON (OR THE PERSON(S) OR ANY THIRD-PARTY) OR YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT, OR ANY FAILURE OF YOUR USER CONTENT OR DATA TO PROPERLY BACK UP TO A THIRD-PARTY ACCOUNT.

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THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Learnee does not disclaim any warranty or other right that Learnee is prohibited from disclaiming under applicable law.

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16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE LEARNEE ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY LEARNEE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

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EXCEPT AS PROVIDED IN SECTIONS 17.5, 17.6 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE LEARNEE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER

OF (A) THE AMOUNT YOU HAVE PAID TO LEARNEE FOR ACCESS TO AND USE OF THE SERVICE IN THE

12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM; OR (B) $5.

YOU MUST BRING ANY CLAIMS RELATING TO YOUR USE OF THE SERVICES WITHIN ONE (1) YEAR FROM THE DATE THE CAUSE OF ACTION AROSE.

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EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

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17. Dispute Resolution and Arbitration

17.1. Generally. Except as described in Section 17.1 and 17.2, you and Learnee agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator. 

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YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND LEARNEE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

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17.2. Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these

Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

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17.3. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 17 within 30 days after the date that you agree to these Terms by sending a letter to “Attention: Legal Department – Arbitration Opt-Out” that specifies: your full legal name, the phone number associated with your Account, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Learnee receives your Opt-Out Notice, this Section 17 will be void and any action arising out of these Terms will be resolved as set forth in Section 18.2. The remaining provisions

of these Terms will not be affected by your Opt-Out Notice.

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17.4.  Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Learnee.

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17.5. Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Learnee’s address for notice is: Learnee, Inc. 3101 Park Blvd, Palo Alto, CA 94306. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Learnee may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Learnee will reimburse you for your payment of the filing fee, unless your claim is for more than

US$10,000 or if Learnee has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose

(as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.

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17.6. Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your /billing address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. During the arbitration, the amount of any settlement offer made by you or Learnee must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. 

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17.7. Arbitration Relief. Except as provided in Section 17.7, the arbitrator can award any relief that would be available if the claims had been brough in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Learnee before an arbitrator

was selected, Learnee will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.