Terms of Service

Learning Source, LLC (“Learning Source” or “Company”) partners with organizations to provide accelerated, high-demand career pathways that provide learners the tools to develop the technical skills employers are demanding, while expanding the organizational reach to attract a new pool of learners. The Terms of Use below apply to all activities and related services.

Definitions

Analytics means statistics, metrics and other analyses that are based on or derived from the Service or Results, which are developed in the aggregate with other data or results or in a manner that does not disclose Customer’s identity or Customer Data.

Content means Customer information, documents, tutorials, videos, photos, or any other items uploaded by Customer to their account or onto the Platform as part of use of the Service.

Customer Data means Customer information and data directly provided by Customer during Registration or profile completion. Customer Data does not include any other information or data provided by Customer while using the Service, which may be stored, analyzed, processed, and used by the Service.

Documentation means any user instructions, information and other documentation regarding the Service that is provided by Company to Customer in electronic or other form.

Platform means the technology platform (which includes but is not limited to and any means by which it is accessed e.g. native apps, websites, enterprise websites, mobile web apps, etc.) developed and/or used by Company in providing the Service (including all related ideas, concepts, inventions, systems, hardware, software, interfaces, tools, utilities, content, templates, forms, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies, implementations and information), and including all corrections, improvements and extensions thereto.

Registration means the process by which Customer registers, signs up, trials, or temporarily gains access to, and use of, the Service.

Results means the work products resulting from the Service that are made available by Company to Customer, which are based on processing the Customer Data {such as, for example, query responses and reports).

Service means certain Internet-accessed business application(s) identified during Registration, that are hosted, branded, and provided on a software-as-a-service basis by Company.

Company Service

Service: Subject to these Terms of Use, Company grants Customer a nonexclusive, nontransferable right and license (without right to sublicense) to (a) access and use the Service and Results, only through a web-based interface and solely for Customer’s internal business purposes, and (b) use the Documentation solely in connection with Customer’s authorized access and use of the Service. Customer may make a reasonable number of copies of the Documentation only for inactive backup purposes. Customer’s access and use of the Service shall comply with all other conditions set forth herein or during Registration (such as, for example, any requirements regarding

data formats, number or identity of authorized users, size limits, time limits or prohibited uses).

Access Credentials: Upon Acceptance, Customer will be provided with a process for creating access credentials for the authorized users specified during Registration. Customer is solely responsible for maintaining the confidentiality of its access credentials and other account information and will be solely liable for any and all activities under its account. Customer shall be responsible for keeping all account information up to date. Customer agrees to notify Company immediately of any unauthorized use of Customer’s account or any other breach of security.

Customer Data: Customer bears all responsibility and liability for the accuracy and completeness of the Customer Data and Company’s access, possession and use as permitted herein. Other than Registration data, Company has no obligation to backup, retain or deliver any Customer Data. During the term of use, Customer hereby grants Company a nonexclusive, royalty-free, worldwide right and license to access, copy, store, process, distribute, transmit and otherwise use the Customer Data for the purposes of providing the Service (and support services) to Customer.

Systems: At its sole cost and expense, Customer is responsible for providing all (a) rights, licenses, and permissions necessary for Company to receive and use the Customer Data, (b) modems, servers, devices, storage, software, databases, network and communications equipment and ancillary services needed to connect to, access or otherwise use the Service from Customer’s facility and (c) corresponding backup, recovery, network security and maintenance service (collectively, Customer Systems). Customer is responsible for ensuring that Customer Systems are compatible with the Service and comply with all configurations and specifications described in the Documentation.

Limitations: Company will always use commercially reasonable efforts to make the Service available to Customer, subject to downtimes for scheduled maintenance, upgrades, repairs, and emergency outages. Company will not be responsible or liable for any failure in the Service.

Support: Company will use commercially reasonable efforts to provide Customer with technical support for the Service in accordance with its standard practices. Customer agrees that Company may charge in accordance with its then current policies for any support service resulting from problems, errors or inquiries related to the Customer Data or Customer Systems.

Security: Company will use commercially reasonable efforts to maintain security in accordance with its policies in effect from time to time. Customer acknowledges and agrees that the Service is provided using cloud-computing resources, which are remote from and not owned or controlled by Company, and that no storage device or data transmission over the Internet can be guaranteed to be 100% secure. Accordingly, Company cannot promise the security of any Customer Data or Results, and Customer hereby agrees that all Customer Data and Results are provided at Customer’s own risk.

Privacy: Company’s current Privacy Policy is available at https:// exeterlms.com/privacy-policy.html and is incorporated herein by reference. Company will not intentionally disclose, distribute, transmit or use any Customer Data except (a) as reasonably necessary for Company (or its contractors) to provide the Service, (b) as authorized by Customer or as otherwise expressly permitted or (c) as required by court order, law or regulation, or if Company reasonably believes that such action is necessary to conform or comply with any legal, regulatory, law enforcement or similar requirement or investigation, to protect or defend the rights or property of Company or any third party or to enforce these Terms of Use. This provision does not apply to Content.

Changes: Company reserves the right, at its sole discretion and at any time, to modify or discontinue the Service and/or to modify the terms and conditions of these Terms of Use (in whole or in part), by giving notice to Customer. Change notices may be communicated via the Service, electronic mail, or other permitted notice. Following any such notice, continued use of the Service after the effective date of the change constitutes Customer’s acceptance of that change.

Payments

Fees: Company reserves the right to increase, modify, or update this information at any time. If Customer does not agree to increased payments or changes, then Customer is free to cease using the Service. Continued use of the Service is a binding agreement to comply with any increases, modifications, or updates.

Confidentiality

Definition: Confidential Information means any and all information or material that has or could have commercial value or other utility in the business in which Learning Source, LLC is engaged. This includes but is not limited to, (i) educational programs, courses, materials, research, patents and copyrighted materials, (ii) trade secrets, business models, education models, marketing strategies, financial data, customer lists, and student lists, and (iii) proprietary information, documentation, schematics, algorithms and formulae, regardless of whether such information is provided to the Receiving Party orally, in writing or other tangible form, via email or in electronic form.

Scope: Company disclaims and does not accept any submissions or information from Customer as Confidential Information or any kind which would be protected by these provisions. Confidential Information shall not include any information the receiving party can demonstrate is (a) already known by it without restriction, {b) rightfully furnished to it without restriction by a third party not in breach of any obligation to the disclosing party, (c) generally available to the public or (d) independently developed by it without reliance on such information. The Platform, Documentation, Analytics, and pricing information are Company’s Confidential Information.

Covenant of Nondisclosure: At all times that the Receiving Party is in possession of Confidential Information, the Receiving Party shall (a) safeguard the Confidential Information from unauthorized use and disclosure, using at least the same level of protection as the Receiving Party affords its own most important confidential and proprietary information, but in no event shall the Receiving Party use less than a reasonable degree of care to prevent the unauthorized use or disclosure of such Confidential Information; (b) disclose the Confidential Information to no one other than Representatives of the Receiving Party, each with a specific need to know in order to perform the Permitted Purpose; and (c) advise all such Representatives of their obligations with respect to the Confidential Information and be responsible for their breach of these Terms of Use. Promptly after any termination of Services (or at the Company’s request at any other time), Customer shall return all of the tangible Confidential Information, permanently erase all Confidential Information from any storage media and destroy all information, records and materials developed therefrom.

Ownership Rights: All Confidential Information, including any ideas, inventions or improvements developed or suggested by the Receiving Party as a result of the Disclosing Party’s disclosure of its Confidential Information, and any documents, copies, reproductions, extracts, or summaries that contain or embody such Confidential Information (regardless of by whom produced) shall be and remain the property of the Disclosing Party. Upon the request of Disclosing Party, (a) Receiving Party (i) will promptly deliver to Disclosing Party all documents, work product, agreements, data, financial or other information and materials obtained by Receiving Party and Receiving Party’s Representatives relating to the Business, whether or not constituting Confidential Information, without retaining any copies, and (ii) will destroy material generated by it or that is in electronic or other format not practicable to return, in either case that includes or refers to any part of the Confidential Information, without retaining a copy of any such material, or (b) in the alternative, if Disclosing Party requests or gives its prior written consent, Receiving Party will destroy, or cause to be destroyed, all documents or other matters constituting Confidential Information in the possession or under the control of Receiving Party and Receiving Party’s Representatives. Any such destruction pursuant to the foregoing must be confirmed by Receiving Party in writing to Disclosing Party, accompanied by a list of the destroyed materials. These Terms of Use do not grant to or confer upon the Receiving Party any rights by license or otherwise in the Confidential Information, or any patents, inventions, copyrights, or trade secrets included or embodied therein, or obligate either Party to enter into a business relationship with the other. No representation is made by the Disclosing Party or its affiliates that the Confidential Information provided to the Receiving Party is complete or accurate in any respect. These Terms of Use and Customer’s use of the Service are not intended to be, nor shall they be construed as, a teaming arrangement, joint venture, partnership, or any other business arrangement.

Compelled Disclosure: Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information if compelled or required to do so by statute, court of law or other legal process, provided that the Receiving Party (i) gives the Disclosing Party prompt written notice of an impending disclosure pursuant to this sentence, (ii) provides reasonable assistance to the Disclosing Party (at the Disclosing Party’s expense) in opposing or limiting the compelled or required disclosure, and (iii) makes only such disclosure, in both manner and content, as is compelled or required. If the Receiving Party believes it needs to disclose the Confidential Information to any of its independent contractors in connection with the Permitted Purpose, the Receiving Party shall first obtain the Disclosing Party’s prior written approval to such disclosure, and if it receives such approval, the Receiving Party shall execute with such independent contractor a written agreement that is at least as protective of the Confidential Information as, and is otherwise substantially similar to, these Terms of Use and that is enforceable by the Disclosing Party as a third party beneficiary thereof.

Proprietary Rights

Customer: Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted, and Customer (and its licensors) shall retain all rights, title, and interests (including all intellectual property and proprietary rights) in and to the Customer Data and Content. Notwithstanding the forgoing, Customer, by uploading Content, hereby grants Company a nonexclusive, royalty-free, sub-licensable, and transferable worldwide right and license to access, copy, store, process and otherwise use Customer Content in connection with (a) developing, improving, extending and testing the Platform and Service, (b) delivering the Service to Customer for the anticipated uses of the Platform and (c) marketing, in all forms and mediums, and publicizing the Company, the Platform, and the Services.

Company: Except for the limited rights and licenses to access and use the Service and Documentation expressly granted hereunder, no other license is granted, no other use is permitted, and Company (and its licensors) shall retain all rights, title, and interests (including all intellectual property and proprietary rights) in and to the Documentation, Platform, Service and Analytics.

Restrictions: Customer shall not, directly or indirectly (a) use any Company Confidential Information to create any software, platform, service or documentation that is similar to the Platform, Service or Documentation, (b) attempt to access any Platform or Service component or to disassemble, decompile, reverse engineer or otherwise discover any source code or underlying organization, structures, ideas or algorithms of the Platform or Service, (c) encumber, sublicense, distribute, transfer, rent, lease, lend, access or use the Platform or Service in any time-share or service bureau arrangement, (d) copy, adapt, combine, create derivative works of, translate, localize, port or otherwise modify the Platform, Service or Documentation, (e) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns pursuant to these Terms of Use (or any direct product thereof) in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction or (f) permit any third party to do any of the foregoing.

General Learning: Customer hereby grants Company a nonexclusive, royalty-free, worldwide right and license to access, copy, store, process and otherwise use Customer Data in connection with (a) developing, improving, extending, and testing the Platform and Service and (b) designing, developing, and producing Analytics. Customer agrees that Company is free to use and disclose the Analytics and aggregate measures of Service usage and performance, and to reuse all general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes, and techniques) related to the Results or acquired during provision of the Service under these Terms of Use (including without limitation, that which it could have acquired performing the same or similar service for another customer).

Limited Warranty, Disclaimers, Assumption of Risk, and Representations

Customer: Customer represents and warrants to Company that it owns all rights, title, and interest in and to the Customer Data and Content, or that Customer has otherwise secured all necessary rights in the Customer Data as may be necessary to permit the access, use and processing thereof as contemplated herein.

Customer represents, warrants, and agrees that it will not contribute or upload any Content or otherwise use the Services or interact with the Services in a manner that:

1. Infringes or violates the intellectual property rights or any other rights of anyone else (including Company),
2. Violates any law or regulation,
3. Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable,
4. Jeopardizes the security of any user accounts (such as allowing someone else to log in to the Services using Customer’s credentials),
5. Attempts, in any manner, to obtain the password, account, or other security information from any other user,
6. Violates the security of any computer network, or cracks any passwords or security encryption codes,
7. Runs Maillist, Listserv, any form of autoresponder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure),
8. “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means),
9. Copies or stores any significant portion of the Content, other than as owned by Customer,
10. Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of Customer’s right to use or access the Services, in addition to all other legal remedies.

Insurance and Legal Compliance: Customer is responsible for maintaining all licenses or other legal requirements for its business, operations, or other actions as related to the Service and will maintain personal liability and business insurance in relation to all activities involved in using the Platform and Services. Customer represents and warrants that it will operate in compliance with all applicable laws in relation to all activities involved in using the Platform and Services.

Assumption of Risk: The activities and endeavors contemplated by use of the Platform and Services are dangerous and may result in injury.

Disclaimers: EXCEPT AS SPECIFICALLY PROVIDED FOR HERE IN, THE SERVICE AND RESULTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. COMPANY DOES NOT WARRANT ANY INSTRUCTORS, TEACHERS, COACHES, COUNSELORS, OR OTHER CUSTOMERS WHO MAY INTERACTE WITH CUSTOMER DURING THE SERVICE. COMPANY DOES NOT WARRANT THAT THE SERVICE OR RESULTS WILL MEET CUSTOMER’S REQUIREMENTS OR RESULT IN ANY SPECIFIC OUTCOME, OR THAT OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY HEREBY DISCLAIMS (FOR ITSELF AND ITS LICENSORS) ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL, OR WRITTEN, WITH RESPECT TO THE SERVICE AND RESULTS, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, QUIET ENJOYMENT, ACCURACY, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

Limitation of Liability

EXCEPT TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF LIABILITY IS VOID, PROHIBITED, OR UNENFORCEABLE BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY (OR ITS LICENSORS) BE LIABLE CONCERNING THE SUBJECT MATTER OF THESE TERMS OF USE, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) LOSS OF DATA, LOSS OR INTERRUPTION OF USE, OR COST TO PROCURE SUBSTITUTE TECHNOLOGIES, GOODS OR SERVICES, (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL OR (C) AGGREGATE DAMAGES IN EXCESS OF THE AMOUNT PAID TO COMPANY FOR THE SERVICE, IF ANY, DURING THE PRIOR 12 MONTHS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THESE TERMS OF USE AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

Term and Termination

Term: Customer agrees to these Terms of Use upon Acceptance and use of Service and will continue in effect for the time period specified during Registration or, if no such time period was specified, then until either party elects to terminate the Service at any time, for any reason or no reason.

Effects of Termination: Upon any expiration or termination of the Service, all rights, obligations, and licenses of the parties shall cease, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) shall survive and (b) the provisions of Sections 3, 4, 5, 6, 7, 9 and this portion of Section 8.

General Provisions

These Terms of Use supersede all prior negotiations, understandings, or agreements (oral or written), between the parties as they relate to the subject matter herein. These Terms of Use do not supersede any Master Services Agreements between Company and any clients or third parties. In the event of a conflict between these Terms of Use and any Master Services Agreement, the terms of the Master Services Agreement shall control to the extent of the conflict. Except as expressly provided herein, no change, consent or waiver under these Terms of Use will be effective unless in writing and signed by the party against which enforcement is sought. The failure of Company to enforce its rights under these Terms of Use at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If any provision of these Terms of Use is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. These Terms of Use are in English only, which language shall be controlling in all respects. No version of these Terms of Use in another language shall be binding or of any effect.

Governing Law: These Terms of Use shall be governed by and construed in accordance with the laws of the State of Arizona without regard to its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Use.

Remedies: Except as specifically provided otherwise herein, each right and remedy in these Terms of Use are in addition to any other right or remedy, at law or in equity. Customer agrees that, in the event of any breach or threatened breach of Section 4 or 5, Company will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching party shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of proving actual damages or posting any bond.

Publicity: Customer hereby consents to inclusion of its name, logos, and Content in customer lists that may be published as part of Company’s marketing and promotional efforts.

Assignment: These Terms of Service and the rights and obligations hereunder may not be assigned, in whole or in part, by Company without Customer’s prior consent. Customer shall not have a right to assign these Terms of Service, in whole or in part, to any third party. Company may subcontract performance of all or any part of the Service. These Terms of Use shall be binding upon, and inured to the benefit of, the successors, representatives and permitted assigns of the parties hereto.

ACKNOWLEDGMENT

CUSTOMER ACKNOWLEDGES THAT (A} IT HAS READ AND UNDERSTANDS THESE TERMS OF SERVICE, (B) IT HAS HAD AN OPPORTUNITY TO HAVE ITS LEGAL COUNSEL REVIEW THESE TERMS OF SERVICE, (C) THESE TERMS OF SERVICE HAVE THE SAME FORCE AND EFFECT AS A SIGNED AGREEMENT, (D) COMPANY REQUIRES IDENTIFICATION OF THE CUSTOMER BEFORE ISSUING THIS LICENSE TO ACCESS AND USE THE SERVICE AND RESULTS AND (E) ENTERING INTO THESE TERMS OF SERVICE DOES NOT CONSTITUTE GENERAL PUBLICATION OF THE PLATFORM, ANALYTICS OR DOCUMENTATION. (updated 07/06/2023).