Terms of use

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Last updated: September 25, 2024

1. ACCEPTANCE OF TERMS

Adaptive Learning Ltd. (“Adaptive Learning”, “our”, “we” or “us”) offers users (“User”, “you” or “your”) personalized math teaching program through our mobile App (“App”) and our website at https://adaptive-learning.ai/ (collectively, the “Services”), all in accordance with the terms and conditions hereunder. By entering to, connecting to, accessing or using the Services, you acknowledge that you have read and understood the following Terms of Use (the “Terms of Use”). Your access to and use of our Services is also subject to our [Privacy Policy] (collectively, with the Terms of Use, the "Terms") and you agree to be bound by them and to comply with all applicable laws and regulations regarding your use of the Services and you acknowledge that these Terms constitute a binding and enforceable legal contract between Adaptive Learning and you. 

ATTENTION – PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES, REGISTERING FOR THE SERVICES, OR OTHERWISE SUBMITTING AND/OR MAKING AVAILABLE ANY CONTENT OR INFORMATION, INCLUDING WITHOUT LIMITATION, ANY INFORMATION RELATING TO YOU SUCH AS NICKNAME, REGISTATION INFORMATION, PAYMENT INFORMATION, AND ANY OTHER MATERIALS THROUGH THE SERVICES (“SUBMITTED DATA”). 

2. ELIGIBILITY

USERS ARE EXCLUSIVELY NATURAL PERSONS THAT USE THE SERVICES FOR THEIR OWN PERSONAL ACTIVITY.

THE SERVICES ARE NOT AVAILABLE TO: (A) ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICES BY US, OR (B) ANY PERSONS UNDER THE AGE OF 13 (OR UNDER THE LEGAL AGE OF CONSENT IN YOUR COUNTRY OF RESIDENCE) (“CHILD”) WHOSE REGISTRATION HAS NOT BEEN APPROVED BY A PARENT. A child that begins the registration process without a Parent approval may have the registration process restricted until a Parent approves or assumes responsibility for the child account. A Child will only be permitted to use the Services for so long as Adaptive Learning reasonably believes that such access has been consented to by the Parent.

   1. IF YOU ARE A PARENT OR LEGAL GUARDIAN (“PARENT”) AND YOU PROVIDE CONSENT FOR YOUR CHILD TO REGISTER AN ACCOUNT ON THE APP, YOU REPRESENT AND WARRANT THAT YOU ARE SUCH CHILD PARENT And YOU AGREE TO BE BOUND BY THESE TERMS IN RESPECT OF SUCH CHILD’S USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION BEING LIABLE FOR ALL USE OF THE SERVICES BY YOUR CHILD. Through the User account, you may create, register, manage and approve Child account only for your own child(ren) or child(ren) for whom you are a legal guardian. The Parent is responsible for educating their Child on responsible use of the Services, and refraining from submitting any personally identifiable information to the Services. It is your responsibility to monitor and manage your child’s access to the Services, and you are responsible for their actions (and use of) the Services. You acknowledge that We may choose, but is not obligated, to make any inquiries, either directly or through third parties, that We deem necessary to validate your registration information, or registration information associated with a Child account. Adaptive Learning reserves all rights to take legal actions against anyone who misrepresents personal information or is otherwise untruthful about their identity. NOTWITHSTANDING THE FOREGOING, YOU ACKNOWLEDGE THAT ADAPTIVE LEARNING CANNOT GUARANTEE THE ACCURACY OF ANY INFORMATION SUBMITTED BY ANY USER AND ADAPTIVE LEARNING IS NOT OBLIGATED TO VERIFY THE IDENTITY OF ANY USER, INCLUDING ANY USER’S CLAIM TO BE A PARENT, OR TO VERIFY THAT A PARENT IDENTIFIED BY A CHILD USER OR OTHER PARTY DURING REGISTRATION IS SUCH CHILD USER’S ACTUAL PARENT OR LEGAL GUARDIAN. A Parent User account, along with all associated Child User accounts, may be terminated by Adaptive Learning at any time and without warning for any failure to abide by these Terms.

   2. By clicking the “Sign Up,” “I Agree,” or similarly labeled button, or by otherwise using or registering an account for the Services, you represent and warrant that: (i) you are a U.S. resident at least 13 years of age; or (ii) you are not a U.S. resident and are of legal age of consent to open an account under the laws of your country of residence; or (ii) your use of the Services has been approved by your Parent. 

   3. For the avoidance of doubt, any reference in these Terms to “you” or the “User” shall be construed as referring to the Parent in cases where the User is under the age of 13 (or under the legal age of consent in their country of residence). In such cases, the Parent shall assume all obligations and responsibilities set forth herein on behalf of the User.

3. THE SERVICES

   4. Scope and Applicability. Subject to the terms and conditions of these Terms and your compliance with your payment obligations (to the extent applicable), Adaptive Learning hereby grants to you a worldwide, non-exclusive, non-transferable, non-sublicensable, fully revocable, right to access and use the Services for your personal use.

   5. You are solely and fully responsible for maintaining the confidentiality of your login credentials of your account, and for all activities that occur under your account. You agree not to disclose your login credentials to any third party.

4. SUBSCRIPTION TO THE SERVICES; PAYMENTS[a][b]

   6. In consideration for your continued subscription to access and use the App, you may be required to pay Adaptive Learning the amounts set forth in the subscription plan you chose through the Services (the “Fees”). [c][d]The processing of payments shall be facilitated via a third-party service providers which we will make available through the Services (“Payment Processors”). [e][f]By choosing to proceed with a Payment Processor, you agree to be bound by such Payment Processor’s terms of use and privacy policy. In no event will Adaptive Learning be responsible for the actions or inactions of any Payment Processor, including, but not limited to, system downtime or payment service outages. Some Payment Processors may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of payments. Local tax charges may vary depending on the laws applicable to you and the Payment Processor used. You understand that if you fail to pay the Fees, then Adaptive Learning reserves the right to discontinue your use of the Services with immediate effect. 

   7. Trial. We may allow you to register for a trial period of the Services at a reduced price, at our sole discretion (“Trial”). Any offer for a Trial constitutes a one-time discount offer and is only valid for the time in which it is displayed to you. We may amend or remove Trials offers at any time, at its discretion. The Trials and any use thereof are governed by these Terms. If you registered to the Trial, unless you cancel at least 24 hours before your Trial period ends, you will automatically become a recurring subscriber to the subscription plan you selected after your Trial ends. The payment method you provided will then automatically be charged for the subscription price you selected. If you cancel the subscription for the Services during your Trial, your access to the Services will be terminated at the end of the Trial period.[g][h]

   8. To the extent permitted by the applicable law, Fees are non-cancelable and non-refundable, and we do not provide refunds or credits for any partial subscription periods or unused Services. We may change the Services subscription plans and/or increase the Fees from time to time, following providing you prior notice, which changes will apply to your next Services subscription billing.

   9. By signing up for subscription to the Services, you agree that your subscription will be automatically renewed. Unless User’s subscription is terminated (either by User or Adaptive Learning) before the subscription’s next billing date, the subscription shall be automatically renewed for an additional period(s) in accordance with the subscription plan selected by you; User will be committed to paying the subscription Fees for the next billing cycle and hereby authorizes Adaptive Learning to charge the applicable payment method provided by User with the applicable amounts. You may terminate the Adaptive Learning Services subscription by following the instructions available through the Services. If you terminate the Adaptive Learning subscription, your license to access and use the App will no longer be available at the end of your then-current billing period. For the avoidance of doubt, User will still be liable to pay any Fees committed under the applicable subscription plan until the end of the then-current subscription period, regardless of usage and/or termination of the account by User. Please note that terminating your App account may cause the loss and/or unavailability of content, features, or capacity with regard to your App account. Adaptive Learning shall not be liable in any way for such unavailability and/or loss.

5. INTELLECTUAL PROPERTY; LICENSE 

   10. Adaptive Learning Intellectual Property. All rights, including intellectual property rights, that are related to or arising from the Services, including all content included on or incorporated therein, such as any educational content and exercises, training materials, professional learning resources, graphics, design, trademarks, service marks, designs, UI, technology, software, trade secrets and any other Adaptive Learning proprietary materials included and/or used therein  (collectively, the “Content”), and any derivative, enhancement or modification of the Content, is and shall, as between you and Adaptive Learning, at all times, remain exclusively owned by Adaptive Learning, and is protected by copyrights, trademarks, service marks, patents and other applicable proprietary rights and laws.

   11. License Restrictions. These Terms do not confer to you any right in the App, Content, or Services or any part thereof other than the limited license to use the Services as explicitly permitted above. 

   12. Trademarks. “Adaptive Learning” and all logos and other proprietary identifiers used by Adaptive Learning in connection with the Services (“Adaptive Learning Trademarks”) that refer to Adaptive Learning, are all trademarks and/or trade names of Adaptive Learning, whether or not registered. No right, license, or interest to Adaptive Learning Trademarks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to Adaptive Learning Trademarks and therefore you will avoid using any of those marks, unless expressly permitted herein. 

6. USER CONDUCT; RESTRICTION ON USE

   13. In connection with your use of the App and the Services, you agree to abide by all applicable local, national and international laws and regulations and you may not, whether by yourself or through anyone on your behalf, nor allow or facilitate a third party to: (i) use and/or access the Services, Content or App for any illegal, immoral, or unauthorized purpose, including for any purpose intended to benefit third parties, such as but not limited to disclosing to any third party any technical features, quality, performance or benchmark test, or comparative analyses relating to the Services, or selling, renting, licensing, publishing or otherwise commercially disposing of or making your access to the Services available to third parties; (ii) use the Services or any part thereof for any purpose or in any manner not explicitly authorized hereunder; (iii) violate any rights of others or the operational or security mechanisms of the  Services; (iv) copy, modify, distribute, publicly display, transfer or create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile, disassemble or reproduce the App and/or Services, or any parts or derivatives thereof, for any purpose; (v) create a browser or border environment around the App or the Services, link, including in-line linking, to elements on the App or Services, such as images, posters and videos, and/or frame or mirror any part thereof, except as expressly permitted hereunder; (vi) transmit, distribute, display or otherwise make available through or in connection with the App or Services any content, including any Submitted Data, in a manner which infringes third party rights, including intellectual property rights and privacy rights (including without limitation, making available through or in connection with the App or Services any data relating to a natural person without receiving consents or authorizations from such natural persons under applicable law), or which may contain any unlawful content; (vii) transmit or otherwise make available in connection with the App and/or use of the Services any malware, viruses, Trojan horses, spam, or any other computer code, file, or program that may or is intended to damage, hijack, harm, or otherwise disrupt the operation of any hardware, software, or telecommunications equipment; (viii) interfere with or disrupt the operation of the App and/or the Services, or the servers or networks that host them or make the App and/or the Services available; (ix) bypass any measures which may be used to prevent or restrict access to the App and/or the Services and/or certain functionalities therein; (x) remove or delete any and all copyright notices, restrictions and signs indicating proprietary rights of Adaptive Learning and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the App and/or the Services; Access and/or use any Services and/or the Content provided therein in order to build a competitive product or service; (xi) Post, upload, generate, promote, or distribute any defamatory, discriminatory (including discriminatory references about religion, race, sexual orientation, gender, nationality, or ethnic origin), libelous, or inaccurate User Content or other content; (xii( use the Services, or any content, data, output, or other information received, derived, or otherwise harvested therefrom, to develop, create, train, fine-tune, test, align, or otherwise improve any machine learning algorithms or artificial intelligence models, whether directly or indirectly and whether for yourself or a third party; )xv( otherwise infringe or violate any of these Terms.

   14. You represent and warrant that you are not located in, or a resident of, any country subject to U.S. or Israeli trade sanctions or embargoes (including, but not limited to, Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk, or Luhansk regions). Additionally, you represent and warrant that you are not listed as a specially designated national or denied party on any U.S. government sanctions or restricted parties lists.

   15. Adaptive Learning reserves the right to change, suspend, or discontinue all or part of the Services, temporarily or permanently, without prior notice.

7. USER DATA; PERSONAL INFORMATION

   16. Use of Data. In your use of and access to the Services as permitted hereunder, you may provide, and Adaptive Learning may collect, store, transfer and use certain data and information related to you and to your use or access to the Services, including without limitation, the Submitted Data, information required for registration process, and information that Adaptive Learning derives from such information, all pursuant to the provisions of our privacy policy located here https://adaptive-learning.ai/privacy  (the “Privacy Policy”). 

   17. By providing the Submitted Data, you grant Adaptive Learning and its affiliates an irrevocable, non-exclusive, worldwide, royalty-free, non-transferable, and sublicensable license, to use, process, edit, host, store, reproduce, and modify the Submitted Data, and to create derivative works therefrom, for the purpose of and as required for Adaptive Learning to provide you with the Services. 

   18. In addition, you grant Adaptive Learning and its affiliates a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, fully paid up, license to collect, store, process, analyze, transfer, display and otherwise use any and all metadata, data concerning processes, analysis and other development parameters, resulting or otherwise obtained from your use of the Services, for improving our products and services provided that such data has been aggregated or anonymized such that it cannot identify or otherwise be understood to relate to any identifiable person or entity. 

YOU HEREBY CONFIRM THAT YOU ARE EITHER THE ORIGINAL OWNER OF THE SUBMITTED DATA  YOU UPLOADED/MADE AVAILABLE OR THAT YOU HAVE THE NECESSARY RIGHTS AND AUTHORIZATIONS TO PROVIDE THE SUBMITTED DATA UNDER THE TERMS HEREOF. YOU CONFIRM THAT ALL SUBMITTED DATA PROVIDED BY YOU IS ACCURATE. YOU ALSO CONFIRM THAT NONE OF YOUR SUBMITTED DATA WILL INCLUDE INFORMATION THAT IS (I) SUBJECT TO CONFIDENTIALITY OBLIGATIONS, (II) HARASSING, DISCRIMINATORY, ABUSIVE, OR OTHERWISE VIOLATING APPLICABLE LAWS OR REGULATIONS, OR (III) CONTENT THAT POSES A RISK TO A PERSON’S SAFETY, SECURITY OR HEALTH.

   19. Prohibited Personal Information. Other than the Submitted Data necessary for the provision of the Services, you hereby represent and warrant that the Submitted Data does not and shall not throughout your use of the App and Services hereunder, include any other information which may be deemed Personal Information, as such term is defined in the Privacy Policy or under any applicable law or other data that is subject to specific regulatory or statutory protection regimes. 

8. AI-ENABLED FEATURES

8.1. Description. We offer certain artificial intelligence-enabled features, technologies and services, including AI enabled learning activities, chatbot features and additional AI-enabled features that may be included in the Services (collectively, “AI-Enabled Features”). These features use new artificial intelligence (“AI”) technologies that are at an early stage of development, as discussed below.

8.2. User-Generated Content. You may provide input (including text, photos, instructions, or other content you make available) to any AI-Enabled Feature (“Input”), and receive output generated and/or provided by an AI-Enabled Feature based on the Input (“Output”). Input and Output are collectively “AI Content”. AI Content constitutes User Content. You acknowledge that due to the nature of machine learning and the technology powering AI-Enabled Features, Output may not be unique, and an AI-Enabled Feature may generate the same or similar output for you or your authorized Users as it provides to other Users. For clarity, Outputs for other Users are not considered your User Content. You also acknowledge and agree that any Outputs may not be protectable under copyright or other intellectual property, proprietary, or other law. We make no warranties or representations, express or implied, that Outputs are protectable under any law. Without limiting these Terms, you are solely responsible for the Input that you and your authorized Users provide and for the use of Output by you and your authorized Users, including for ensuring that you or they have rights to submit the Input and that use of Input does not infringe upon the intellectual property rights of others or violate any applicable law or these terms. Adaptive Learning reserves the right, but does not have any obligation, in the exercise of  its reasonable judgement, to determine whether any AI Content violates our prohibited content terms, and can refuse, remove, or edit such AI Content, and may remove access to any AI-Enabled Feature at any time to the full extent permitted by applicable law, for non-compliance with these Terms.

8.3. AI-Enabled Features Subject to Change. AI-Enabled Features include new technologies and features that are at an early stage of development, some of which are still being, and will continue to be, developed and tested, are known to make errors and to provide incorrect information at times, and may have other bugs. Any AI-Enabled Feature may not become fully developed or generally available. Furthermore, the laws and regulations governing artificial intelligence and related technology are uncertain and evolving, and the ability to use the AI-Enabled Features and/or Outputs may be adversely impacted in the future. We may change, add, or remove specific AI-Enabled tools, features, elements or portions thereof at any time without any liability to you, and we do not commit to maintaining any AI-Enabled Feature, including any specific tools, features, elements or portions thereof.

8.4. Geographic and User Restrictions. Our AI-Enabled Features are subject to geographic restrictions and are limited to Users meeting eligibility criteria relevant to the features and functionality offered.

8.5. Guidelines on Use of AI-Enabled Features. Any use of AI-Enabled Features by persons under age 18 must be supervised by a Parent. The Parent will be responsible for educating minors under their supervision on responsible use of AI-Enabled Features, including prohibited conduct, refraining from submitting any personally identifiable information in Input submitted to AI-Enabled Features, and avoidance of plagiarism. YOU ARE ADVISED NOT TO (AND YOU MUST INSTRUCT YOUR CHILD NOT TO) INCLUDE ANY PROPRIETARY OR PERSONALLY IDENTIFIABLE INFORMATION IN INPUTS SUBMITTED TO ANY AI-ENABLED FEATURE. It is your obligation to educate yourself and your child, as may be applicable, on responsible use of AI in general, and generative AI specifically when using AI-Enabled Features. You should be aware that AI-Enabled Features may make mistakes and the child needs to fact check the Output. you and your child are responsible for conducting human review of Outputs and double-checking Outputs with reputable sources to confirm that such Outputs are accurate, lawful and otherwise appropriate and permissible under these Terms and that they have adequate rights to use such Outputs before relying on them.

9. THIRD PARTY SERVICES; LINKS

The Services may include links or references to other web sites or services solely as a convenience to Users (“Reference Sites”). Adaptive Learning does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. Use of Reference Sites is subject to the terms and conditions of the relevant Reference Site. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES ON OR AVAILABLE THROUGH REFERENCE SITES, IS SOLELY AT YOUR OWN RISK.

10. CONFIDENTIALITY

   20. Either party (a “Disclosing Party”) may disclose or make available to the other party (a “Receiving Party”) certain confidential information regarding its technology, operations and business (“Confidential Information”). Receiving Party agrees to apply and maintain appropriate technical and organizational measures to protect Confidential Information from accidental or unlawful destruction, loss, alteration, and/or unauthorized disclosure or access. Such measures will be no less than is commercially reasonable within similar and related industries. Receiving Party also agrees to not use any Confidential Information except as required to provide for or facilitate the use of the Services in the scope of the parties’ engagement hereunder. Confidential Information shall not include information that Receiving Party can show by written evidence (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions. Receiving Party shall not be prevented from disclosing Confidential Information pursuant to a binding court order or similar binding legal requirement for disclosure, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperates to only provide as much Confidential Information as is legally required to comply with such a request. Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. Receiving Party shall in any event remain liable for any actions or omissions performed by its employees and service providers, as if performed by Receiving Party themselves. 

   21. Upon termination or expiration of your subscription to the Services for any reason or upon User’s written request, Adaptive Learning shall return or permanently destroy all Submitted Data in its possession and at your request.

   22. All Submitted Data is the Confidential Information of User and, except as expressly set forth above with respect to anonymized or aggregated data, Adaptive Learning shall not disclose such Submitted Data to third parties or use such Submitted Data, except to provide the App to User. 

11. YOUR FEEDBACK

In the event you provide us with, or post on or through the Services or the App, any suggestions, material, ideas, comments or other feedback relating to the Services and/or the Content (“Feedback”), you agree that we may, in our sole discretion, use any Feedback in any way, including without limitations in future modifications of the Services or advertising and promotional materials relating thereto. Additionally, you agree that all Feedback shall become the exclusive property of Adaptive Learning, and if applicable, all “moral rights” that you may have in your Feedback have been voluntarily waived by you.

12. PRIVACY POLICY.

Any personal data that we collect or obtain through the App is subject to our Privacy Policy, available here https://adaptive-learning.ai/privacy .By accessing the App and/or the Services you consent to the collection and processing of personal data described in our Privacy Policy, as may be amended by us from time to time.

13. DISCLAIMER OF ALL WARRANTIES

   23. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE APP AND THE SERVICES PURSUANT HERETO, IS DONE AT YOUR OWN DISCRETION AND SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING CONSEQUENCES. THIS APP AND THE SERVICES ARE PROVIDED HEREUNDER ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES, EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE APP AND/OR THE SERVICES, AS MADE AVAILABLE HEREUNDER, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.                                                        

   24.  WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT THE APP, HE APP AND/OR THE SERVICES, WILL MEET YOUR REQUIREMENTS, OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR, BUG OR VIRUS FREE; NOR DO WE WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THIS APP, THE SERVICES, AND THE CONTENT, IN TERMS OF THEIR CORRECTNESS, COMPLETENESS, AVAILABILITY, ACCURACY, USEFULNESS, RELIABILITY OR OTHERWISE; NOR DOES ADAPTIVE LEARNING TAKE ANY RESPONSIBILITY FOR YOUR MISUSE OF ANY ADVICE, IDEAS, INFORMATION OR INSTRUCTIONS ACCESSED THROUGH THE SERVICE. YOUR RELIANCE UPON ANY OF ITS CONTENTS IS AT YOUR SOLE RISK.

14. LIMITATION OF LIABILITY

   25. ADAPTIVE LEARNING (ON BEHALF OF ITSELF AND ITS SUBCONTRACTORS AND AFFILIATES) DISCLAIMS ANY RESPONSIBILITY FOR ANY LOSS OR HARM CAUSED IN CONNECTION WITH OR RESULTING FROM YOUR USE OF OR RELIANCE ON THE APP AND/OR THE SERVICES.

   26. IN THE EVENT OF ANY PROBLEM WITH THE APP AND/OR THE SERVICES OR ANY OF ITS CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SERVICES. UNDER NO CIRCUMSTANCES SHALL ADAPTIVE LEARNING BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, OR PUNITIVE (I) ARISING OUT OF THE USE OR THE INABILITY TO USE THIS APP OR THE SERVICES, (II) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, OR (III) RESULTING FROM ANY RESULTS DERVING FROM YOUR USE OF THE APP OR THE SERVICE; IN EACH CASE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REPUTATION, GOODWILL, USE, DATA OR OTHER INTANGIBLES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ADAPTIVE LEARNING, (NOR ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AND EMPLOYEES’ AGGREGATE LIABILITY TO YOU, EXCEED THE AMOUNTS PAID BY YOU TO ADAPTIVE LEARNING IN RESPECT OF THE APP DURING THE IMMEDIATELY PRECEDING 12-MONTHS PERIOD WHERE THE LIABILITY AROSE. 

   27.  SUBJECT TO APPLICABLE LAW, YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION BROUGHT BY YOU OR ANYONE ON YOUR BEHALF, ARISING OUT OF OR RELATED TO THE USE OF THE SERVICES OR TO THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR ELSE BE FOREVER BARRED. YOU UNDERSTAND AND AGREE THAT ADAPTIVE LEARNING HAS SET THE PRICING OF THE APP SUBSCRIPTION AND ENTERED INTO THESE TERMS WITH YOU IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SET FORTH ABOVE, WHICH ALLOCATE RISK BETWEEN ADAPTIVE LEARNING AND YOU, AND FORM THE BASIS OF A BARGAIN BETWEEN THE PARTIES.

15. INDEMNIFICATION

YOU RELEASE, AND AGREE, AT YOUR OWN EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS ADAPTIVE LEARNING, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND AFFILIATES (THE “INDEMNIFIED PARTIES”), FROM ALL LIABILITIES, CLAIMS, ALLEGED CLAIMS, LOSSES AND DAMAGES (OF EVERY KIND, WHETHER KNOWN OR UNKNOWN AND SUSPECTED OR UNSUSPECTED), AND INCLUDING REASONABLE ATTORNEY’S FEES RELATED IN ANY WAY TO: (I) YOUR BREACH OF ANY TERM, REPRESENTATION, OBLIGATION UNDER SECTION 6 (USER DATA; PERSONAL INFORMATION), OR CONDITION OF THESE TERMS, OR A BREACH OF THESE TERMS BY ANYONE USING YOUR MOBIL DEVICE OR LOGIN CREDENTIALS, (II) YOUR USE OF, RELIANCE ON OR ACCESS TO THIS APP, THE SERVICES, ANY OF OUR USERS’ SUBMITTED DATA OR THE CONTENT, INCLUDING AI CONTENT; (III) YOUR USE OF, RELIANCE ON OR ACCESS TO ANY THIRD PARTY SOFTWARE, APPS OR DATA RESULTING FROM YOUR USE OF THE APP OR THE SERVICES; (IV) VIOLATION OF LAW OR REGULATION WITH REGARD TO YOUR SUBMITTED DATA,  OR FEEDBACK, INCLUDING PRIVACY OR INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. WE WILL PROVIDE YOU WITH WRITTEN NOTICE OF SUCH CLAIM, SUIT OR ACTION, AND YOU SHALL COOPERATE FULLY IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU.

16. AMENDMENTS

We may change the terms of these Terms or the Services at any time and at our sole discretion. If we make any material changes to these Terms, we will post a notice of these changes on our App and/or we will send you notifications regarding such changes to the e-mail address if one was provided by you under the contact details. If you do not agree to the new or different terms, you should not use the App or the Services. 

17. TERMINATION

   28. Adaptive Learning may terminate your access and use of the Services immediately at any time, for any reason, and at such time you will have no further right to use the Services. You may terminate your account at any time by following the instructions available through the Services.

   29.  Surviving Provisions. The preamble of these Terms, Section 5 (Intellectual Property), Section ‎6 (User Conduct; Restriction on Use),  Section 10 (Confidentiality) Section 11 (Your Feedback) Section 12 (Privacy Policy, including the Privacy Policy referred to therein), Section 13 (Disclaimer of all Warranties), Section 14 (Limitation of Liability), Section 15 (Indemnification), Section 17 (Termination), Section 19 (Governing Law) and Section 20 (Miscellaneous) will survive the termination or expiration of these Terms including any provision meant to survive such termination or expiration or any rights accrued prior thereto.

18. DMCA Notice

It is Adaptive Learning’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 ("DMCA"). If you are a copyright owner or an agent thereof and believe that any Content shared in our Services infringes upon your copyrights, you may submit a notification pursuant to the DMCA requirements to our copyright agent at [___________________].

19. GOVERNING LAW

These Terms will be governed by the laws of the country (and, where applicable, the state or province) of your residence, without regard to its conflict of law principles. You agree that the courts located in your place of residence shall have exclusive jurisdiction and venue to resolve any dispute arising under these Terms, except that temporary or equitable relief to prevent or stop infringement of intellectual property rights may be sought in any competent court.

20. MISCELLANEOUS

   30. Portable Electronic Devices. Our Services are available to you on many different portable electronic devices. Our connection to the mobile device is free of charge, but your carrier’s normal rates and fees, such as text messaging fees, may still apply.

   31. These Terms were written in English and may be translated in the future into other languages. If a translated (non-English) version of these Terms conflicts in any way with the English version, the provisions of the English version shall prevail. 

   32. Entire Agreement. These Terms and our rules and policies for the Services, as updated from time to time, comprise the entire agreement between you and us, states our entire liability and your exclusive remedy with respect to the Services, and supersede all prior agreements pertaining to these Terms. If any provisions of these Terms are held to be contrary to law, then such provisions shall be construed, as nearly as possible, to reflect the original provision and the other provisions remain in full force and effect. Any failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. The section titles in these Terms are solely used for convenience and have no legal or contractual significance. 

   33.  Assignment. These Terms are personal to you and you may not assign any of your rights or obligations hereunder. These Terms may be assigned by us without restriction.

   34.  Contact Us. If you wish to receive more information on these Terms, please contact us via             Email at: support@adaptive-learning.ai