Terms and Conditions

• 4.1 Subject to the exceptions in Clause 5 of these Terms and Conditions, all Content included on the Website, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of The URL dr, our affiliates or other relevant third parties. By continuing to use the Website you acknowledge that such material is protected by applicable [COUNTRY] and International intellectual property and other laws.
• 4.2 Subject to Clause 6 you may not reproduce, copy, distribute, store or in any other fashion re-use material from the Website unless otherwise indicated on the Website or unless given Our express written permission to do so.

• 5.1 Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.
• 5.2 Subject to Clause 6 you may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Website or unless given express written permission to do so by the relevant manufacturer or supplier.

• 9.1 When using any System on the Website you should do so in accordance with the following rules. Failure to comply with these rules may result in your Account being suspended or closed:

• 9.1.1 You must not use obscene or vulgar language;
• 9.1.2 You must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;
• 9.1.3 You must not submit Content that is intended to promote or incite violence;
• 9.1.4 It is advised that submissions are made using the English language as We may be unable to respond to enquiries submitted in any other languages;
• 9.1.5 The means by which you identify yourself must not violate these Terms and Conditions or any applicable laws;
• 9.1.6 You must not impersonate other people, particularly employees and representatives of The URL dr or Our affiliates; and
• 9.1.7 You must not use Our System for unauthorised mass-communication such as "spam" or "junk mail".

• 9.2 You acknowledge that The URL dr reserves the right to monitor any and all communications made to Us or using Our System.
• 9.3 You acknowledge that The URL dr may retain copies of any and all communications made to Us or using Our System.
• 9.4 You acknowledge that any information you send to Us through Our System may be modified by Us in any way and you hereby waive your moral right to be identified as the author of such information. Any restrictions you may wish to place upon Our use of such information must be communicated to Us in advance and We reserve the right to reject such terms and associated information.

• 10.1 In order to procure Services on this Website and to use certain other parts of the System, you are required to create an Account which will contain certain personal details and Payment Information which may vary based upon your use of the Website as We may not require payment information until you wish to make a purchase. By continuing to use this Websiteyou represent and warrant that:

• 10.1.1 all information you submit is accurate and truthful;
• 10.1.2 you have permission to submit Payment Information where permission may be required; and
• 10.1.3 you will keep this information accurate and up-to-date. Your creation of an Account is further affirmation of your representation and warranty.

• 10.2 It is recommended that you do not share your Account details, particularly your username and password. We accept no liability for any losses or damages incurred as a result of your Account details being shared by you. If you use a shared computer, it is recommended that you do not save your Account details in your internet browser.
• 10.3 If you have reason to believe that your Account details have been obtained by another person without consent, you should contact Us immediately to suspend your Account and cancel any unauthorised orders or payments that may be pending. Please be aware that orders or payments can only be cancelled up until provision of Services has commenced. In the event that an unauthorised provision commences prior to your notifying Us of the unauthorised nature of the order or payment then you shall be charged for the period from the commencement of the provision of services until the date you notified us and may be charged for a billing cycle of one month.
• 10.4 When choosing your username you are required to adhere to the terms set out above in Clause 9. Any failure to do so could result in the suspension and/or deletion of your Account.

• 11.1 Either The URL dr or you may terminate your Account. If We terminate your Account, you will be notified by email and an explanation for the termination will be provided. Notwithstanding the foregoing, We reserve the right to terminate without giving reasons.
• 11.2 If We terminate your Account, any current or pending orders or payments on your Account will be cancelled and provision of Services will not commence.

• 12.1 Whilst every effort has been made to ensure that all general descriptions of Services available from The URL dr correspond to the actual Services that will be provided to you, We are not responsible for any variations from these descriptions as the exact nature of the Services may vary depending on your individual requirements and circumstances. This does not exclude Our liability for mistakes due to negligence on Our part and refers only to variations of the correct Services, not different Services altogether. Please refer to sub-Clause 13.8 for incorrect Services.
• 12.2 Where appropriate, you may be required to select the required Plan of Services.
• 12.3 We neither represent nor warrant that such Services will be available at all times and cannot necessarily confirm availability until confirming your Order. Availability indications are not provided on the Website.
• 12.4 All pricing information on the Website is correct at the time of going online. We reserve the right to change prices and alter or remove any special offers from time to time and as necessary.
• 12.5 In the event that prices are changed during the period between an order being placed for Services and Us processing that order and taking payment, then the price that was valid at the time of the order shall be used.

• 13.1 No part of this Website constitutes a contractual offer capable of acceptance. Your order constitutes a contractual offer that We may, at Our sole discretion, accept. Our acceptance is indicated by Us sending to you an order confirmation email. Only once We have sent you an order confirmation email will there be a binding contract between The URL dr and you.
• 13.2 Order confirmations under sub-Clause 13.1 will be sent to you before the Services begin and shall contain the following information:

• 13.2.1 Confirmation of the Services ordered including full details of the main characteristics of those Services;
• 13.2.2 Fully itemised pricing for the Services ordered including, where appropriate, taxes, delivery and other additional charges;
• 13.2.3 Relevant times and dates for the provision of the Services;
• 13.2.4 User credentials and relevant information for accessing those services.

• 13.3 If We, for any reason, do not accept your order, no payment shall be taken under normal circumstances. In any event, any sums paid by you in relation to that order will be refunded within 14 calendar days.
• 13.4 Payment for the Services shall be taken via your chosen payment method, immediately for any setup fee that corresponds to the service plan you purchased and at the same day of each subsequent month (“billing cycle”) for charges accrued during the previous month (“billing cycle”) AND/OR as indicated in the order confirmation you received.
• 13.5 We aim to fulfill your Order within 2-3 working days or if not, within a reasonable period following your Order, unless there are exceptional circumstances. If we cannot fulfill your Order within a reasonable period, we will inform you at the time you place the Order by a note on the relevant web page or by contacting you directly after you place your Order. Time is not of the essence of the Contract, which means we will aim to fulfill your Order within any agreed timescales but this is not an essential term of the Contract and we will not be liable to you if we do not do so. If the Services are to begin within 14 calendar days of Our acceptance of your order, at your express request, you will be required to expressly acknowledge that your statutory cancellation rights, detailed below in Clause 14, will be affected.
• 13.6 The URL dr shall use all Our reasonable endeavours to provide the Services with reasonable skill and care, commensurate with best trade practice.
• 13.7 In the event that Services are provided that are not in conformity with your order and thus incorrect, you should contact Us immediately to inform Us of the mistake. We will ensure that any necessary corrections are made within five (5) working days.
• Additional terms and conditions may apply to the provision of certain Services. You will be asked to read and confirm your acceptance of any such terms and conditions when completing your Order.
• 13.8 The URL dr provides technical support via our online support forum and/or phone. The URL dr makes every effort possible to respond in a timely manner but we do not guarantee a particular response time.

• 14.1 If you are a consumer based within the European Union, you have a statutory right to a “cooling off” period. This period begins once your order is confirmed and the contract between The URL dr and you is formed and ends at the end of 14 calendar days after that date. If you change your mind about the Services within this period and wish to cancel your order, please inform Us immediately using the following email: kimmerritt@theurldr.com. Your right to cancel during the cooling off period is subject to the provisions of sub-Clause 14.2.

• 14.2 As specified in sub-Clause 13.6, if the Services are to begin within the cooling off period you are required to make an express request to that effect. By requesting that the Services begin within the 14 calendar day cooling off period you acknowledge and agree to the following:

• 14.2.1 If the Services are fully performed within the 14 calendar day cooling off period, you will lose your right to cancel after the Services are complete.
• 14.2.2 If you cancel the Services after provision has begun but is not yet complete you will still be required to pay for the Services supplied up until the point at which you inform Us that you wish to cancel. The amount due shall be calculated in proportion to the full price of the Services and the actual Services already provided. Any sums that have already been paid for the Services shall be refunded subject to deductions calculated in accordance with the foregoing. Refunds, where applicable, will be issued within 5 working days and in any event no later than 14 calendar days after you inform Us that you wish to cancel.

• 14.3 Cancellation of Services after the 14 calendar day cooling off period has elapsed shall be subject to the specific terms governing those Services and may be subject to a minimum contract duration.

• 16.1 All personal information that We may collect (including, but not limited to, your name and address) will be collected, used and held in accordance with the provisions of the Data Protection Act 1998 and your rights under that Act.
• 16.2 We may use your personal information to:

• 16.2.1 Provide Our Services to you;
• 16.2.2 Process your payment for the Services; and
• 16.2.3 Inform you of new products and services available from Us. You may request that We stop sending you this information at any time.

• 16.3 In certain circumstances (if, for example, you wish to purchase Services on credit), and with your consent, We may pass your personal information on to credit reference agencies. These agencies are also bound by the Data Protection Act 1998 and should use and hold your personal information accordingly.
• 16.4 We will not pass on your personal information to any other third parties without first obtaining your express permission.

• 17.1 We make no warranty or representation that the Website will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Service or Services.
• 17.2 No part of this Website is intended to constitute advice and the Content of this Website should not be relied upon when making any decisions or taking any action of any kind.
• 17.3 No part of this Website is intended to constitute a contractual offer capable of acceptance.
• 17.4 Whilst We use reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, you are strongly advised to take responsibility for your own internet security, that of your personal details and your computers.

• 19.1 The Website is provided “as is” and on an “as available” basis. The URL dr uses industry best practices to provide a high uptime, including a fault-tolerant architecture hosted in cloud servers. We give no warranty that the Website or Facilities will be free of defects and / or faults and we do not provide any kind of refund for outages. We provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
• 19.2 We accept no liability for any disruption or non-availability of the Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.

• 20.1 To the maximum extent permitted by law, We accept no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Website or any information contained therein. You should be aware that you use the Website and its Content at your own risk.
• 20.2 Nothing in these Terms and Conditions excludes or restricts .
• 20.3 Nothing in these Terms and Conditions excludes or restricts The URL dr's liability for any direct or indirect loss or damage arising out of the incorrect provision of Services or out of reliance on incorrect information included on the Website.
• 20.4 In the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these Terms and Conditions and shall not affect the validity and enforceability of the remaining Terms and Conditions. This term shall apply only within jurisdictions where a particular term is illegal.

• 24.1 All notices / communications shall be given to Us either by post to Our Premises (see address above) or by email to help@theurldr.us. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.
• 24.2 We may from time to time, if you opt to receive it, send you information about Our products and/or services. If you do not wish to receive such information, please click on the ‘Unsubscribe’ link in any email which you receive from Us.

Introduction

As used in these Terms of Service (hereinafter "TOS"), “the Company ”, “us”, and “we” refers to The URL dr LLC, dba The URL dr and its affiliates.

The “Services” mean the Company's e-learning content creation, instructional design, LearnWorlds learning management system (LMS) setup and subscription, consulting, animation, video services, and digital marketing services, and "Products" mean YourTrainingBase/YourCoachBase  pre-made e-learning courses, in each case in whatever format they may be offered now or in the future including via YourTrainingBase or YourCoachBase. The Services and Products are collectively referred to herein as the “Offerings.” These TOS set out the terms under which you may use our YourTrainingBase/YourCoachBase courses and LearnWorlds learning management system. 

If you are accessing or using the Offerings on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company.

This Agreement is entered into by and between the Company and Customer,  each a "Party" and collectively referred to as the "Parties."

The Company may modify this Agreement from time to time as required to protect our offerings and services. We will not modify material terms after your purchase without providing notice and obtaining your consent. You agree to be bound by the terms of this Agreement that are in place and posted to the Company’s website at the time of your purchase. You should review this Agreement regularly if you make a recurring purchase or multiple purchases through this Website to keep apprised of any changes.

Description of Service

The Company provides a selection of pre-made interactive e-learning courses under the brand name of YourTrainingBase and YourCoachBase, a variety of other e-learning related, video production and digital marketing services, LearnWorlds learning management system setup and management services, LearnWorlds subscription platform for online schools to sell courses and coaching offerings, and consulting ("Offerings"), as set forth in the "Project Scope" and "Investment" sections of this Agreement, detailing work to be performed, professional service fees, dependencies, and other technical specifications or related information. Unless explicitly stated otherwise, any new features or services that augment or enhance the current Offerings shall be subject to these TOS.

By indicating your acceptance of this agreement or accessing or using any Offerings, you are agreeing to be bound by all terms, conditions, and notices contained or referenced in this agreement. If you do not agree to this agreement, please do not use any services. For clarity, each party expressly agrees that this agreement is legally binding upon it. 

Registration Obligations

In consideration of your use of the Offerings, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the law. You also agree to:

Provide true, accurate, current, and complete information about yourself as prompted by the Offerings' registration form (the "Registration Data") and maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or terminate your account and refuse any and all current or future use of the Offerings (or any portion thereof). 

Confidentiality & Non-Disclosure

Each of the Parties shall maintain, in the strictest confidence, all Confidential Information (as defined in the next sentence) of the other Party. "Confidential Information" means all (i) nonpublic information (at the time of disclosure) disclosed by one Party to the other Party under this Agreement, provided such information is marked or indicated by the disclosing Party to be confidential; (ii) and any information which ought reasonably to be considered confidential with regard to the circumstances surrounding disclosure, whether or not such information is marked "Confidential".   

In the event a Party is required to disclose Confidential Information pursuant to a judicial or other governmental order, such Party shall, to the maximum extent permitted by law or opinion of counsel, provide the other Party with prompt notice prior to any disclosure so that the Party or its agents may seek other legal remedies to maintain the confidentiality of such Confidential Information.    

Each Party receiving Confidential Information shall be responsible for any breach of this provision that is caused by any of its employees, affiliates, representatives or agents and such Party agrees to indemnify and hold harmless the other Party from and against any liabilities, claims, damages, losses, costs and expenses resulting, directly or indirectly, from any breach by a Party, or any of its employees or independent contractors, of any provision of this Agreement. The obligations of this Section shall survive termination of this Agreement for a period of 3 years.  

Intellectual Property Ownership & Licenses

Intellectual Property. All Content not directly commissioned by you, which is provided by us to you as part of your Services which are the subject of this Agreement are proprietary and may not be duplicated, copied, reproduced, published or displayed in any form that violates these terms or is without the prior express written permission of the Company. You may not re-use, perform, modify, transmit, re-post or use in any way the content or any derivative works thereof, without the prior express written permission of the Company. All trademarks, logos, and service marks displayed on any materials provided as part of your Services under this Agreement are protected by US and International copyright and Intellectual Property laws. Access to any materials or content online or otherwise as part of the Program or Services subject to this Agreement should not be construed as granting any license or right to duplicate said content, including trademarks, logos and service marks of the Company or any third-party.

Licensing Courses to You. The Company hereby provides a revocable, non-exclusive, worldwide license to the Customer, related to the access and use of any selected YourTrainingBase/YourCoachBase pre-made interactive e-learning courses for one LearnWorlds learning management system (LMS) url, specified in the "Investment" section and/or the "Project Scope" section of this contract. The courses may only be used on that single website. Courses can not be uploaded to other e-learning marketplaces or platforms. Source files are not being provided and may not be downloaded from the LearnWorlds LMS site. No changes shall be made to the YourTrainingBase/YourCoachBase courses without the Company giving written permission. Customers are permitted to bundle courses as part of their other services, off-line and online, but may not advertise the courses individually for less than the Company sells these courses on their own company owned websites, including yourtrainingbase.com.  The Company retains ownership of the original course materials and retains the rights to license, sell, and use YourTrainingBase/YourCoachBase pre-made interactive e-learning courses and materials within those courses, to support other Customers and for the Company's own use. 

The Company also agrees to provide a subscription to a LearnWorlds learning management system (LMS) school, set up with the YourTrainingBase/YourCoachBase courses agreed upon and outlined on the Investment page, a customized home page, and potentially other customizations as outlined on the Investment page at the request of the Customer. The LearnWorlds school remains a school under the Company's organization in LearnWorlds. The Company retains ownership of the school and the YourTrainingBase/YourCoachBase courses. The Customer retains ownership, copyright, and intellectual property rights in their content or custom courses of their own creation added to the school, customer and lead data, and any data created in the operation and management of the LearnWorlds school. It is the Customer's responsibility to manage and operate their school in a professional manner and in accordance with the LearnWorlds’  Terms of Service.

Reservation of Rights

The Company reserves the right to remove you from the Program or Services for cause, whether a breach of this contract, an act of misfeasance against the Company, a representative of the company or a participant of a group program, or other inappropriate action, which may include any action which causes a disturbance amongst the group, or otherwise negatively impacts the experience of others participating in any program offered by the Company. Such a determination shall be made solely by the Company. You will not be entitled to a refund if we are required to protect our rights under this provision. However, if for any reason, legal action is required to resolve a dispute between the parties pertaining to this issue you agree that your exclusive remedy in such a scenario, if any, will be limited to the refund of any amount paid to participate in the services or program for the three months prior to the event giving rise to the removal from Services.  

Data Scraping Prohibited

Data scraping or data mining of any kind from our website, or from any platforms, groups, or online forums operated by the Company is strictly prohibited. Copying, removing, or otherwise scraping data, information or content, regardless of the reason, from the website, or from any platform, group, or online forum operated by the Company is a violation of these Terms and will result in your immediate removal from any program services offered by the Company, including from within any platforms, groups, or online forums associated with those services, without refund or recourse, which decision shall be in the sole discretion of the Company. 

Security

The Company agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration, or disclosure of any Service or Customer data. However, the Company will have no responsibility for errors in transmission, unauthorized third-party access, or other causes beyond its control. 

Third-Party Platforms

The Offerings may support integrations with certain Third-Party Platforms. In order for the Offerings to communicate with such Third-Party Platforms, you may be required to input credentials in order for the Services to access and receive relevant information from such Third-Party Platforms. By enabling use of the Offerings with any Third-Party Platform, you authorize the Company to access your accounts with such Third-Party Platform for the purposes described in these TOS. You are solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms. The Company is not responsible for any changes made to these Platforms, including changes made to their policies or legal terms.  

Relationship of Parties

Nothing contained in this Agreement shall be construed to create a partnership, joint or co-venture, agency, or employment relationship between the Company and Customer. Both Parties agree that the Company is, and at all times during this Agreement shall remain, an independent contractor.  

Non-Solicitation

The Company agrees that during the period in which it is providing Services and for one year thereafter, we will not encourage or solicit any employee, vendor, Customer or contractor of Customer to leave them for any reason.  

Indemnity

You agree to indemnify and hold the Company and its subsidiaries, affiliates, officers, agents, employees, partners, and licensors harmless from any claim or demand, including but not limited to reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the Offerings, your use of the Offerings, your connection to the Offerings, your violation of the TOS, or your violation of any rights of another. 

Modifications to Offerings

You acknowledge that the Company may establish general practices and limits concerning use of the Offerings. You further acknowledge that the Company  reserves the right to modify these general practices and limits from time to time. The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Offerings (or any part thereof). If Services have been pre-paid, and Services or Offerings are discontinued, you will be provided with a pro-rated refund. Otherwise, we may discontinue Services at the close of any current subscription period. You agree that the Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Offerings, including due to any third-party services or platforms discontinuing the availability of their software or offerings.

LearnWorlds may from time to time make changes to their platform and the pricing of their platform and services. These changes are outside of the control of the Company. The Company will make every attempt possible to inform you in advance of any interruptions to availability or pricing changes.  

Project Hold

If you are a Client requiring custom course work or customizations to your account or LearnWorlds LMS and you do not respond to requests for material review or do not answer emails within a two week timeframe, the Company reserves the right to place your project on hold. Your project will remain on hold until you re-engage with us via email, phone, or Zoom. At the point of re-engagement, the Company will place your project back in our production schedule, per availability at that point in time. Any project placed on a temporary or long term hold due to a lack of communication or response from the Customer, will void any timeframes stated or estimated in this contract or throughout the sales process.   

Termination

You agree that the Company may terminate your access to the Offerings for violations of our TOS, LearnWorlds’ TOS, and/or requests by authorized law enforcement or other government agencies.

Either Party may terminate this Agreement at any time, with or without cause, upon 30 days written notice. Either Party also may at any time terminate the Agreement immediately if: (i) the other Party commits a breach of this Agreement and such Party does not cure a breach within 5 days of written notice from the non-breaching Party of such breach.   

If this Agreement is terminated earlier by Customer without cause, Customer agrees to pay the Company any and all sums which are due and payable for: (i) Services provided as of the date of termination; and (ii) expenses already incurred, including those from documented non-cancelable commitments. The Company agrees to use the best efforts to minimize such costs and expenses.   

Termination for any reason shall not affect the respective intellectual property rights of the other. Upon termination, the Customer shall pay to us all undisputed amounts due and payable. If upon termination Customer has not paid undisputed fees owed for the material, deliverables or Services provided by the Company as of the date of termination, Customer agrees not to use any such material or the product of such Service, until Customer has paid us in full. Any provisions or clause in this contract that, by its language or context, implies its survival shall survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary in this Agreement, The URL dr shall retain a perfected security interest in the deliverable or material until Client has made payment in full for all undisputed amounts as of the termination date. This however, does not apply to the courses and content being licensed by us, the ownership of which shall always remain with The URL dr. For any custom content for which The URL dr was hired to create, we hereby agree to release and waive our security interest in the deliverable and material only upon receipt of full payment for all undisputed amounts. 

Payment, Changes, Refunds, Upgrading, and Downgrading Terms

1. A valid credit card or debit card is required for paying customers whose services include subscriptions. Payments are made directly to the Company.
2. Licensing costs for YourTrainingBase/YourCoachBase courses and customizations to those courses are paid in advance. All payments are due and payable upon receipt. Customizations may be billed in advance, or separately after they are completed. The LearnWorlds school with courses will be delivered after licensing and setup payments for courses and customizations have been received in full by the Company.
3. In the event an invoice is not paid within 15 days of being issued, the Company has the right to suspend all work and access to your LearnWorlds school, regardless of agreed-upon delivery schedules, and retains the rights to all content until the invoice has been paid in full. At the point the invoice is paid, work will resume at the nearest availability in our production schedule. Any project placed on a temporary or long-term hold due to non-payment, will void any time frames estimated in this contract or stated throughout the sales process.
4. In the event an invoice is not paid within 30 days of being issued, your LearnWorlds school will be taken offline and access to your users will be suspended. Your school will be scheduled for deletion one week after. Any outstanding sums due to Us will remain due and payable.
5. Your LearnWorlds platform subscription is offered at the LearnWorlds Learning Center level with full use of all platform features at that subscription level and up to 2,000 active subscribers per month, 25 admin users, and 10 seat and user group managers. Additional active users, admins, seat managers and/or group managers require a higher level of service at an additional charge. 
6. Your LearnWorlds platform subscription will automatically renew monthly or annually, charged to your credit card, based on the terms outlined in the Investment. 
7. You may cancel the LearnWorlds platform subscription portion of your contract at any time with 30 days written notice. We do not issue refunds. The subscription, all YourTrainingBase/YourCoachBase courses, and any additional content the Customer has added to the school, will be deleted at the end of the payment cycle. 
8. Any material changes to the Offerings, including work to be performed and related fees must be approved by the prior written consent of both Parties. Such changes will result in an additional hourly charge to the Customer. Reimbursement for such additional costs shall be payable in accordance with the terms of this Agreement for final payment. 
9. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
10. The Company reserves the right to change the fees of the Offerings from time to time. Your account administrator will be notified by email at least 30-days in advance of fee changes. 

Disclaimer of Warranties

The Company warrants that: (i) the Services (for any custom Services) will be performed in a professional and workmanlike manner and that none of the Services or any part of this Agreement is or will be inconsistent with any obligation we may have to others; (ii) none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other rights of any person or entity (including, without limitation, the Company); (iii) We have the full right to provide Customer with the assignments and rights provided for herein; (iv) The URL dr shall comply with all applicable laws in the course of performing the Services and (v) if our work requires a license, the Company has obtained that valid license and the license is in full force and effect. 

You expressly understand and agree that: Your use of the Offerings is at your sole risk. Offerings are provided on an "as is" and "as available" basis. And that except for the implied warranty stated above related to any custom services, the Company and its subsidiaries, affiliates, officers, employees, and licensors expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. the Company and its subsidiaries, affiliates, officers, employees, and licensors make no warranty that:

1. The Offerings will meet your requirements;
2. The Offerings will be uninterrupted, timely, secure or error-free and
3. The Results that may be obtained from the use of the Offerings will be accurate or reliable. No advice or information, whether oral or written, obtained by you from the Company or through or from the service shall create any warranty not expressly stated in the TOS. 

Acceptable Usage Policy

You may only use the LearnWorlds platform in a manner that is lawful and that complies with the provisions of this clause:

1. You must ensure that you comply fully with any and all applicable local, national, and international laws and/or regulations;
2. You must not use the LearnWorlds platform in any way, or for any purpose, that is unlawful or fraudulent (including but not limited to phishing or any other type of scamming practices);
3. You must not use the LearnWorlds platform or your online school(s) for unauthorized mass-communications, commonly referred to as “spam” or “junk mail”;
4. You must not use the LearnWorlds platform to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software or any data of any kind; and
5. You must not use the LearnWorlds platform in any way, or for any purpose, that is intended to harm any person or persons in any way.
6. You must not use abusive, hostile or offensive language in any communication of any kind and/or online content via the LearnWorlds platform, your online school, or account or when contacting the LearnWorlds customer support service and respective portal.
7. You may not probe, scan or test the vulnerability or security of the LearnWorlds platform or any of LearnWorlds system or network and you may not access the platform or its source for any such reason.
8. You may not use any manual or automated system or software to extract or scrape data from websites or other interfaces through which we make the LearnWorlds platform available.You may not deny others access to, or reverse engineer, the LearnWorlds platform, or assist anyone else to do so, to the extent such restriction is permitted by law.
9. You must not use any web crawlers or spiders, data monitoring tools or any data copying and replication technologies within the website, the LearnWorlds platform and the Services without  prior written consent.

The following types of End-users and/or Online Schools Content and/or communication of any kind to any recipient including LearnWorlds personnel are not permitted on the LearnWorlds platform and you must not create, submit, communicate, link to, or otherwise do anything that:

• is sexually explicit or pornographic;
• is obscene, offensive, abusive, hateful, or otherwise inflammatory;
• promotes violence;
• promotes or assists in any form of unlawful activity;
• discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
• is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
• is calculated or otherwise likely to deceive;
• is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise uses their personal data in a way that you do not have a right to;
• misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-clause);
• implies any form of affiliation with Us where none exists;
• infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trade marks and database rights) of any other party; or
• is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

LearnWorlds reserves the right to suspend or terminate your Account and the availability of your online school, and/or block access to the LearnWorlds platform if you materially breach any of the provisions in this clause or any of the provisions of this Terms of Service. 

Limitation of Liability

You expressly understand and agree that the Company and its subsidiaries, affiliates, officers, employees, agents, partners, and licensors shall not be liable to you for any direct, indirect, incidental, special, consequential, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from the use or the inability to use the Offerings. 

Earnings/Results Disclaimer

RESULTS ARE NOT GUARANTEED. Any statement made on the website or in your Services or program regarding income or earnings are provided as examples only, and do not guarantee you (or your clients) future earnings or income. Please note that the stated results are not typical and there is no guarantee that you will achieve the same or similar results. As with any endeavor, results may vary, and depend on a wide variety of factors including, but not limited to, your skill, knowledge, ability, dedication, business savvy, network, and financial situation. The use of any products or services offered through the Company should be based on your own due diligence. You agree that the Company (including its agents, representatives, sponsors, promoters, advertisers or affiliates), are not responsible for the success or failures you experience in your business or personal life.   

Privacy Policy

You are subject to the Privacy Policies of any third-party platforms which you utilize including LearnWorlds or any others utilized to support your business and acknowledge that we are not responsible for these third-party policies or compliance with these policies.

We advise that you visit the Privacy Policy links of any third-party platforms or providers that you utilize in order to stay apprised of the most current versions of their legal terms and policies.

You also acknowledge that you utilize our services and offerings subject to our Privacy Policy as well, at https://www.theurldr.com/privacy-policy/.

Dispute Resolution  

In the event of a dispute arising under or relating to this Agreement, the Parties agree to make best efforts at resolution directly between the parties; next, to submit the dispute to confidential mediation to be conducted by a mutually selected, qualified neutral, third-party attorney/mediator located in North Carolina, which mediation may occur in-person, online (via webcams), or telephonically, and shall be scheduled within 30 days of either party providing the other with a request to mediate. If mediation fails, parties may then pursue litigation in any court having jurisdiction in North Carolina. 

Governing Law & Dispute Resolution  

This Agreement and any dispute arising hereunder between the Parties shall be governed by the laws North Carolina (the "the Company’s Jurisdiction"), without regard to conflict of law provisions/principles.

For all purposes of this Agreement, the Parties consent to exclusive jurisdiction including personal jurisdiction and venue in the courts located in North Carolina. The failure of either Party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.  

Force Majeure

If a party is prevented from fulfilling its obligations under this Agreement for one of the following reasons beyond the party’s reasonable control, including due to a national environmental, governmental, or military emergency, such as fire, flood, explosion, war, strike, embargo, government regulation, or civil or military authority, or acts or omissions of carriers, transmitters, providers, vandals, or hackers (a “force majeure event”), the time for that party’s performance will be extended for the period of the delay or inability to perform due to such occurrence; provided, however, that You will not be excused from payment of any sums of money owed by you to the Company; and provided further, however, that if a party suffering a force majeure event is unable to cure that event within thirty (30) days, the other party may terminate this Agreement. 

Entire Contract

This Agreement, along with all prior sections (including “Project Scope” and “Investment”), and any exhibits, schedules or attachments thereto, between the Parties, supersedes any previous arrangements, oral or written, and may not be modified in any respect except by a future written agreement signed by both Parties.