USER TERMS & CONDITIONS

I. ACCEPTANCE OF THE TERMS OF SERVICE

  1. R1 Learning, LLC (the “Company” or “We”) provides our services to you through our website, portals, platforms, mobile applications, and other related services (collectively, such services, including any new features and applications are referred to as the “Service(s)”), subject to the following Terms of Service, as amended from time to time. We reserve the right, at our sole discretion, to change or modify these Terms of Service at any time. If we do this, we will post the changes on this page. Changes will become effective no earlier than 30 days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Services after the date any change become effective constitutes your acceptance of the new Terms of Service.
  2. By using the Services, or by clicking to accept or agree to the Terms of Service when this option is made available to you, you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy and HIPAA Notice, which are incorporated herein by reference. If you do not want to acknowledge and agree to these Terms of Service the Privacy Policy, or the HIPAA Notice, you may not access or use the Services.
  3. The Services are offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using the Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.
  4. By using the Services, or by clicking to accept or agree to the Terms of Service when this option is made available to you, you agree that we may initially send you email solicitations, including in regard to the products and services of third parties. You will have the ability to opt-out of any further receipt of such emails by following the opt-out procedure that will be included in any such emails sent to you.

II. INTELLECTUAL PROPERTY RIGHTS

  1. The Services, and their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement of the Services), are owned by R1 Learning, LLC, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
  2. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Services, except as follows:
    1. Your computer or device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
    2. You may store files that are automatically cached by your browser for display enhancement purposes.
    3. You may print or download one copy of a reasonable number of pages of our content for your own personal use and not for further reproduction, publication or distribution.
  3. You must not:
    1. Modify copies of any materials from our platform and other Services.
    2. Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Services.
    3. If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of the Terms of Service, we have the right to terminate your access to the Services, in which case you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Services or any content on any of our platforms is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Services not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark and other laws.

III. PROHIBITED USES

  1. You may use the Services only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Services:
    1. In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
    2. For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
    3. To send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms of Service.
    4. To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
    5. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm us or our other users.
    6. To transmit any personal health information of individuals subject to HIPAA protections, subject to the HIPAA notice attached hereto and incorporated herein.
    7. To provide or transmit any medical advice, diagnoses or any other services that require any professional licensure.
  2. Additionally, you agree not to:
    1. Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
    2. Use any robot, spider or other automatic devices, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
    3. Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
    4. Use any device, software or routine that interferes with the proper working of the Services.
    5. Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
    6. Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the servers from which the Services are provided to you, or any server, computer or database connected to the Services.
    7. Otherwise attempt to interfere with the proper working of the Services.

IV. RELIANCE ON INFORMATION POSTED

  1. The information presented on or through the Services is made available solely for general information purposes. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS OR USEFULNESS OF THIS INFORMATION. ANY RELIANCE YOU PLACE ON SUCH INFORMATION IS STRICTLY AT YOUR OWN RISK. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS BY YOU OR ANY OTHER USER OF THE SERVICES, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS.
  2. The Services may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by us, are solely the opinions and the responsibility of the person or entity providing those materials. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

V. CHANGES TO THE SERVICES

We may update the content of the Services from time to time, but their content is not necessarily complete or up-to-date. Any of the material included in the Services may be out-of-date at any given time, and we are under no obligation to update such material unless otherwise agreed to in writing.

VI. INFORMATION ABOUT YOU

All information we collect is subject to our Privacy Policy and HIPAA Notice. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy and HIPAA Notice.

VII. LINKS FROM THE SERVICES.

If the Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of service or use for such websites.

VIII. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY

  1. Except as otherwise may be provided in writing, we give no warranties or representations of any kind relating to the Services, express or implied, including, without limitation, warranties of merchantability, fitness for any particular purpose, noninfringement of intellectual property rights, title, ownership, results, or the quality, suitability, adequacy, genuineness, accuracy, or completeness of the product or service.
  2. In no event will our total liability under or related to this agreement, the termination thereof, and/or the provision of the product or service, regardless of the form of action, exceed subscription fees actually paid by a user, individually in the preceding 12-month period.
  3. Each and every provision of this agreement which provides for a limitation of liability, disclaimer of warranty or exclusion of damages is intended by the parties to be severable and independent of any other such provision. Further, if any remedy is determined to have failed of its essential purpose, all limitations of liability and exclusions of damages will remain in effect.
  4. The foregoing does not affect any liability which cannot be excluded or limited under applicable law.

IX. INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold harmless R1 Learning, LLC., its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your use of the Services, including, but not limited to, your violation of these Terms of Service, your user contributions, any use of the Services’ content and related products and services other than as expressly authorized in these Terms of Service or your use of any information obtained from the Services.

X. GOVERNING LAW AND JURISDICTION

All matters relating to the Services and these Terms of Service and any dispute or claim arising from or related to the Services or these Terms of Service (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia without giving effect to any choice or conflict of law provision or rule, whether of Virginia or any other jurisdiction.

Before any legal proceeding may be instituted in any Federal court, state court, local court, or agency, including but not limited to the United States Patent and Trademark Office in connection with this Agreement the parties agree that they are required to resolve any claim that in arbitration as described herein.

The Party who chooses to submit a dispute to arbitration shall be responsible for all filing costs and arbitrator’s fees; filing costs and arbitrator’s fees shall not be recoverable irrespective of which Party prevails in arbitration. Arbitration shall be conducted and administered by the American Arbitration Association. The parties agree that the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Agreement, including any claim that all or any part of this Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Each Party shall be responsible for their own attorney’s fees for arbitration, and such attorney’s fees shall not be recoverable, irrespective of which Party prevails in arbitration.

XI. LIMITATION ON TIME TO FILE CLAIMS

Any cause of action or claim you may have arising out of or relating to these terms of service or the Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

XII. INTEGRATION.

The terms herein constitute the entirety of this Agreement. Thank you for using our Services.

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