Terms of Service

Introduction

These terms of use ("Terms") govern your use of LearningZen.com an online education platform. Among other things, LearningZen.com allows you to develop post, share, comment on, review, and take on educational content provided by the LearningZen.com user community and system subscribers.

THIS IS A CONTRACT. PLEASE READ IT CAREFULLY. BY INDICATING YOUR ACCEPTANCE, YOU ACCEPT AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THESE TERMS OF USE.

If you do not agree with the terms of use, decline where instructed, and do not use the restricted portion of the website.

You may not access the services if you are our direct competitor, except with our prior written consent. In addition, you may not access the services for purposes of monitoring service availability, performance or functionality, or for any other benchmarking or competitive purposes.

These Terms are not intended to answer every question or address every issue raised by the use of the LearningZen.com and we believe that LearningZen.com is evolutionary and will change in ways that are not predictable. We reserve the right to modify these Terms at any time, effective upon the posting of modified Terms. You are encouraged to review these Terms often to keep apprised of any changes, and you agree to abide by these Terms as they are modified. Any violation of these Terms may result in suspension of services, termination of account, and possibly legal action.

Some of these terms govern the behavior of all LearningZen participants and some govern the behavior of the subscribers of Premium Services.

General Site Usage

You are encouraged to submit courses, forum posts, ideas, and communicate using the LearningZen.com service. LearningZen.com reserves the right, in its sole discretion and for any reason at any time, to suspend, remove, refuse to post, any content or communication posted in the LearningZen.com system. We reserve the right to remove any user from the system for any reason.

As used in these terms, "you" or "your" shall include the company or other entity with which you are employed or otherwise affiliated if applicable, to the extent such entity owns or otherwise has rights in the intellectual property you are submitting. If applicable, you represent that you are authorized by your company to submit your feature proposal for posting.

In consideration for use of the LearningZen.com system you agree to the following:

Quality and Accuracy of Data

LearningZen.com is an educational platform from which individuals and organizations can share data in a learning format. LearningZen.com makes no warranties or promises to the accuracy or factual nature of the data presented in the LearninZen.com system; in fact it is highly possible that it could be inaccurate and subjective. It is up to the individual and organizational users to verify the value of the data within the system and its application for their purposes. The purpose of LearningZen.com is not to screen content for validity but to provide a platform for people to share information they find useful and are solely responsible for the content and communications they post.

Ownership

LearningZen.com is owned and operated by Gold Systems, Inc., a Utah S corporation. The system, its functionality, features, and intellectual property are the property of Gold Systems, Inc.

Your Data

You represent and warrant that you own or otherwise possess all intellectual property and other rights necessary to allow you to post the course information, images, media, communications, and all content used as part of your interaction with LearningZen.com. You agree that you readily distribute it through the LearningZen.com system and are willing to allow others to view and participate in your courses, post communications, print, discuss, and interact with your content and yourself. If posting to the Free Public site LearningZen.com has no responsibility for who accesses Your Data.

Although we will use reasonable efforts to protect your data from loss, through system backups and management, we highly recommend that you maintain a separate copy of Your Data. In the event of a catastrophic data loss, glitches in data transfer, or internet connectivity failures, you will need to be able to reenter Your Data in the system. We are not responsible for loss of data. In addition, unless legally prohibited by law, We have no obligation to provide to You at anytime, an export of Your Data including but not limited to course content, student feedback, author ratings and course ratings, communication including email messages, discussion and forums, comments posted on forums, and profile information including demographic, biographic, profile or password content outside of what you can obtain from the system.

You acknowledge that anything (i.e., reviews, opinions or even predictions) posted on the LearningZen.com system by any person, regardless of that person's affiliation or non-affiliation with LearningZen.com, reflects only the opinions of the person making the post. In particular, you acknowledge that nothing posted on LearningZen.com is the responsibility of LearningZen.com.

General Site Support

We want will provide users with access to forums and tutorials on how to use the system and offer assistance where reasonably possible but We have no obligation to provide any user support in any way. We are also not required to notify General Site users of any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays.

Your Responsibilities

You agree to use the Services only in accordance with applicable laws and government regulations. You shall not (a) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights, (b) use the Services to store or transmit Malicious Code, (c) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (d) attempt to gain unauthorized access to the Services or their related systems or networks (e) use the Services to post offensive or indecent content. LearningZen.com will cooperate with all legal authorities in investigations and reserves the right to release user data to authorities if it is believed a violation of your responsibilities has taken place.

You agree not to use the Website to:

• harvest or collect email addresses or other contact information of other users from the Website by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
• use the Website in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Website;
• use automated scripts to collect information from or otherwise interact with the Website;
• upload, post, transmit, share, store or otherwise make available any content that in our judgment is not in harmony with the intended use of the system or is not permissible use as addressed in these Terms;
• do anything which is harmful, threatening, abusive, insulting, harassing, defamatory, libelous, profane, sexually explicit, obscene, or otherwise offensive or objectionable;
• post information which is false, fraudulent, or misleading;
• violate applicable law, including any privacy, intellectual property or other rights of a third party, or suggests or encourages unlawful activity;
• impersonate any other person or entity, including a LearningZen.com or Gold Systems employee;
• intimidate or harass others;
• upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
• circumvent or modify, or encourage any other person in circumventing or modifying any security technology or software that is part of the Website;
• cover or obscure the advertisements on any Website page via HTML/CSS or any other means;
• use scripts to send comments or messages;
• interfere with, disrupt, or create an undue burden on the Website or the networks or services connected to the Website;
• permit any third party to access the Services except as permitted herein or in an Order Form
• create derivate works based on the Services except for user content which is plainly marked with a creative commons license.
• reverse engineer the Services
• access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services

Eligibility

Use of the Website or any services provided through the Website is void where prohibited. The Website is intended solely for users who are thirteen (13) years of age or older. Any registration by, anyone under 13 is unauthorized without express parental permission and supervision is unlicensed and in violation of these Terms of Use. By using the Service or the Site, you represent and warrant that you are 13 years of age or older and that you agree to abide by these Terms of Use.

Site Content

Content associated with the LearningZen.com platform, its marketing and messaging, and application functionally, is the sole property of LearningZen.com and its creators. This platform content may not be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written permission

User Content

Content from LearningZen.com Users is the intellectual property of each individual user or organization. Unless otherwise stated in their course materials, Users of the public system grant other users a limited license to view, print, and utilize for their own purposes the content they make publicly available in the system. We encourage our Users to participate in creative commons licensing (www.creativecommons.org) but LearningZen.com is not responsible for how users copyright or manage their own intellectual property. It is your responsibility to post specific copyright notice and police utilization of your data. However in general, modification, transportation, and commercial utilization outside the LearningZen.com system of Users data is prohibited and may result in legal action.

Users grant LearningZen.com a world wide, irrevocable, perpetual, transferable unlimited, license to display their content within the LearningZen.com system, and use content for advertising and marketing purposes.

Communication

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information ("Submissions"), are non-confidential.

Indemnification

You shall indemnify, defend and hold Us and our users harmless from and against any claim, demand or cause of action asserted by any third party alleging, directly or indirectly, that Your User Content violates any law or violates or infringes upon any third party intellectual property rights of any kind or nature.

Intellectual Property Protection

LearningZen.com respects the intellectual property rights of others and we prohibit users from uploading, posting or otherwise transmitting on the Website any materials that violate another party's intellectual property rights. When we receive proper notification of alleged copyright infringement as described in Our Copyright Policy, We promptly remove or disable access to the allegedly infringing material and terminate the accounts of repeat infringers in accordance with the Digital Millennium Copyright Act (DMCA). If you believe that any material on LearningZen.com infringes upon any copyright which You own or control, You may send a written notification of such infringement to Us. Please see our Copyright Policy for more information on how to report infringement of Your copyright.

Acceptance of Terms

At all times, Your use of the Website is subject to Your complete and unconditional legal acceptance of these Terms of Use ("Terms") and any rules or regulations reasonably imposed by LearningZen.com and Gold Systems. Your legal acceptance of ALL these Terms of Use grants you limited, revocable, non-exclusive right to access and use the Website for its intended purposes. If You do not intend to accept any or all of these Terms of Use, You must immediately cease and desist from any further access or use of the Website.

Premium Services

The following additional contractual agreements only apply if you purchase Premium Services on LearningZen.com. If there is a conflict between General Site Usage terms and Premium Services Terms, Premium Services terms will supersede the conflicting term.

Provisions of Premium Services

We shall make the Premium Services available to you pursuant to this agreement and the relevant Order Forms during a subscription term. You agree that your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.

Premium Service Users

Premium Services Users include course authors, service administrators, and portal specific students. Unless otherwise specified in the applicable Order Form, (i) Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the subscription term based on the currently applicable Premium Services Pricing. In certain cases new subscriptions may be prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services.

Premium Service Access

Access to a Premium Services Portal is controlled by the Portal Owner and is by default not open to the public. This includes courses content, user feedback, and in-course communication. Access to a Premium Service Portal is controlled by the Premium Services Portal Owner and not LearningZen.com. LearningZen.com will not knowingly share your content with free site subscribers, or other Premium Services clients. In other words, as a Premium Service Subscriber you have control over who accesses your content and also the responsibility to manage your portal users. This also includes the responsibility for keeping your portal information confidential.

Term of Agreement

This Agreement commences on the date You accept it electronically or when you accept the applicable Order Form and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated.

Term of Purchased User Subscriptions

User subscriptions purchased by you commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have implemented a price increase. A pricing increase shall be effective upon renewal and thereafter. Any such pricing increase shall not exceed 5% over the pricing for the relevant Services in the immediately prior subscription term, unless the pricing in such prior term was designated in the relevant Order Form as promotional or one-time.

Termination for Cause

A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

Refund or Payment upon Termination

Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

Our Responsibilities

We shall: (i) provide to You basic support for the Purchased Services at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give notice via the Purchased Services and which We shall schedule to the extent practical during the weekend hours from 6:00 p.m. Pacific time Friday to 3:00 a.m. Pacific time Monday), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), or Internet service provider failures or delays, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations.

Fees and Payments for Premium Services

You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are quoted and payable in United States dollars (ii) fees are based on services purchased and not actual usage, (iii) payment obligations are non-cancelable and fees paid are non-refundable, and (iv) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form. User subscription fees are based on yearly periods that begin on the subscription start date and each yearly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for that full yearly period subscription term.

Invoicing and Payment

You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information in the Services.

Overdue Charges

If any charges are not received from You by the due date (except charges then under reasonable and good faith dispute), in addition to other remedies we may at Our discretion, (a) accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) suspend services at our discretion.

Charges 30 or More Days Overdue

If any charge owing by You under this or any other agreement for Services is 30 or more days overdue (except charges then under reasonable and good faith dispute), We may, without limiting Our other rights and remedies, cancel all of Your services.

Taxes

Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against it based on Our income, property and employees.

User Content

Content from LearningZen.com Premium Service Users is the intellectual property of each individual user or organization. We will not knowingly share, sell, or redistribute your content. Access to Premium Service User's content is controlled by each individual organization and not LearningZen.com.

Disclaimer of Warranties; Limitation of Liability

The following applies to all users of the LearningZen.com System.

Most of the content in LearningZen.com is provided by third parties. Each third-party content is the sole responsibility of the originator of that content. LearningZen.com is not responsible for any third-party content, whether or not it reviewed or moderated such content. You agree to indemnify and hold harmless LearningZen.com and its subsidiaries, affiliates, officers, agents, and employees from any claim, including reasonable attorneys fees, made by any third party arising out content you submit to or post on LearningZen.com You agree to indemnify us in all aspects of your use of LearningZen.com, your violation of these Terms, or your violation of any rights of a third party.

You agree that you bear all risks associated with using or relying upon LearningZen.com. LearningZen.com does not in any way warrant the accuracy, reliability, completeness, usefulness, non-infringement, or quality of any content on LearningZen.com regardless of who originated that content (including LearningZen employees, partners, affiliates or moderators), and hereby disclaims all express and implied warranties, including any implied warranties of merchantability or fitness for a particular purpose, relating to such feature proposals or content. LearningZen.com shall not be liable or responsible in any way for any losses or damage of any kind, including lost profits or other indirect or consequential damages, relating to your use of or reliance upon the LearningZen.com system or content on LearningZen.com

General

These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between you and LearningZen.com. You may not assign your rights or obligations under these Terms, whether by operation of law or otherwise, without LearningZen's prior written consent. These Terms will be governed exclusively by the internal laws of the State of Utah. The courts located in Salt Lake County, Utah shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms. You and LearningZen.com both consent to the exclusive jurisdiction of such courts. These Terms constitute the entire agreement between you and LearningZen.com, and supersede all prior and contemporaneous agreements, proposals or representations, written or oral.