If you live in the United States or Canada, you are agreeing to the Learnee Terms of Service.

If you live in India, you are agreeing to the Learnee India Terms of Service

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Learnee Terms of Service

(If you live in the United States or Canada)

Last Updated: December 07, 2020

Welcome, and thank you for your interest in Learnee, Inc. (“Learnee,” “we,” or “us”) and our reminder and content sharing tool, along with our related mobile applications “VaSi” and “VaSi – an extension of your mind” (such mobile applications, collectively “VaSi”) and our website at www.learnee.ai (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Learnee regarding your use of the Service.
 

PLEASE READ THE FOLLOWING TERMS CAREFULLY.
 

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS,  INCLUDING LEARNEE’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND LEARNEE’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY LEARNEE AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 17, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND LEARNEE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. 

Material Terms. As provided in greater detail in these Terms (and without limiting the express language of these Terms), you acknowledge the following: 

• the Service is licensed, not sold to you, and you may use the Service only as set forth in the Terms; 
• the use of the Service may be subject to separate third party terms of service and fees, including, without limitation, your mobile network operator’s terms of service and fees, including fees charged for data usage and overage, which are your sole responsibility; 
• The Service may include certain subscription-based plans with automatically recurring payments for periodic charges, as provided in greater detail in Section 4
• you consent to the collection, use and disclosure of information you provide and other information obtained about you from your use of the Service, including your personal information, in accordance with Learnee’s Privacy Policy; 
• the Service is provided to you on an “as is” basis without warranties of any kind and Learnee’s liability to you is limited; and 
• disputes arising between you and Learnee will be resolved by binding arbitration. By accepting these Terms, as provided in greater detail in Section 17 below, you and Learnee are each waiving the right to a trial by jury or to participate in a class action. 

1. Learnee Service Overview. The Service enables users to capture and share bundles of information consisting of photos, videos, images, data, text, audio recordings, files, or other types of works or information (each bundle, a “Dot”) and set reminders in connection with a Dot. You may choose whether to use the free version of the Service (“Free Service”) or the premium Service for which you may be required to pay fees (the “Paid Service”). 

2. Eligibility. You must be at least 13 years old to use the Service. You represent and warrant to us that: (a) you are at least 13 years old; (b) if you are under 18 years old, your parent or legal guardian has reviewed and agreed to the Terms on your behalf; (c) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. You may not download or use the Service if (y) you are located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country or (z) you are listed on any U.S. Government list of prohibited or restricted parties. 

3. Accounts and Registration. To access most features of the Service, you must register for an account on the Service (an “Account”). When you register for an Account, you may be required to provide us with some information about yourself, such as your name and phone number. You agree to receive text messages (from us or our third-party providers) with codes to register for our Services. You acknowledge and agree that your Account may be tied to the specific phone number and Device that you used to register such Account, and that any features, functionality, and purchases associated with your Account (including a Subscription Service that you activate, or Subscription Credits or Credit Packs that you receive or purchase) may be tied to that specific Account and phone number and Device, and may be lost and forfeited if you change your phone number or Device. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. You are solely responsible for maintaining the confidentiality of your Account, and you accept responsibility for all activities that occur under your Account. If you believe that your Account is no longer secure, then you must immediately notify us at hello@learnee.ai. 
 

4. General Payment Terms.

Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable, provided that the foregoing will not limit any refund rights that you may have directly from the operators of the marketplace from which you obtained a copy of VaSi. 
 

4.1 Price. Learnee reserves the right to determine pricing for the Service. Learnee will make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check our pricing page on the Service periodically for current pricing information. Learnee may change the fees for any feature of the Service, including additional fees or charges, if Learnee gives you advance notice of changes before they apply.  Learnee, at its sole discretion, may make promotional offers with different features and different, discounted, special or free pricing to any of Learnee’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms. Learnee retains the right to fully or partially modify or discontinue any free promotional offer at any time, with or without notice, and for any reason whatsoever in Learnee’s sole and absolute discretion. Learnee also retains the right to fully or partially modify or discontinue any discounted or special paid promotional offer at any time, with or without notice, and for any reason whatsoever in Learnee’s sole and absolute discretion provided that Learnee determines that you have received reasonably fair commercial value for any amounts paid by you (net of any refunds, rebates, coupons or discontinued payment obligations in favor of Learnee). You agree that Learnee is under no obligation whatsoever (i) to describe any discounted, free or special promotional offers in any particular manner, or (ii) to disclose or describe any promotional offers through any particular channel, on its website, in its applications, on or through any applicable app store or through any particular mode of communication.
 

4.2 Authorization. You authorize Learnee and its third party payment processors (including Apple and Google) to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Learnee, including all applicable taxes, to the payment method specified in your Account. If you pay any fees with a credit card, Learnee or its third party payment processors may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. 

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4.3 Subscription Service. The Service may include certain subscription-based plans with automatically recurring payments for periodic charges (“Subscription Service”). A Subscription Service is specifically tied to a particular Account and cannot be used across multiple Accounts or Devices unless activated and purchased separately. The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that you select on your Account (such period, the “Initial Subscription Period”, and will automatically renew for immediately successive subscription periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a “Subscription Period”) unless you cancel the Subscription Service or we terminate it.  If you activate a Subscription Service, you authorize Learnee or its third party payment processors (including Apple and Google) to periodically charge, on a going-forward basis and until cancellation of the Subscription Service, all accrued sums on or before the payment due date for the accrued sums.  Your Account will be charged automatically on the Subscription Billing Date and periodically thereafter (in accordance with the billing frequency corresponding to the Subscription Service that you have activated) for all applicable fees and taxes for the next Subscription Period. You must cancel your subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your Account. Learnee or its third party payment processor will bill the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). For clarity, you will need to cancel the Subscription Service separately on each Account on which you have activated a Subscription Service and Device on which you have installed VaSi. Cancellation of the Subscription Service will be effective at the end of the then-current Subscription Period, and your Account will be downgraded to the Free Version of the Service unless terminated in accordance with Section 13. 

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4.4 Credits. 

      a. Subscription Service Credits. In connection with the Subscription Service, you may be allotted certain credits (“Subscription Credits”). Subscription Credits must be used (i) during the Subscription Period in which they were allotted to you; and (ii) solely as permitted by the functionality of the Service to access and use certain features of the Service. For the avoidance of doubt, Subscription Credits that you have been allotted during a particular Subscription Period expire at the end of such Subscription Period, meaning that any such Subscription Credits will not roll over into future Subscription Periods. There will be no refund or payment for any unused Subscription Credits. For the avoidance of doubt, Subscription Credits are Account and Device-specific, and may not be transferred or used on other Accounts or Devices.

      b. Credit Packs. If you have activated a Subscription Service, you may also be eligible to purchase certain additional credit packs through your Account (“Credit Packs”). Credit Packs must be used solely as permitted by the functionality of the Service to access and use certain features of the Service, and Credit Packs are only eligible for use during the time that you have an active Subscription Service on your Account. There will be no refund or payment for any unused Credit Packs. For the avoidance of doubt, Credit Packs are Account and Device-specific, and may not be transferred or used on other Accounts or Devices.

      c. No Cash Value. Subscription Credits and Credit Packs have no cash value or any other value outside of    the Service and are not redeemable for cash. For the avoidance of doubt, the Subscription Credits and Credit Packs do not operate or serve as stored value facilities in any way. You may not transfer, trade, gift or otherwise exchange Subscription Credits or Credit Packs.

4.5 Delinquent Accounts. Learnee may suspend or terminate access to the Service, including fee-based portions of the Service, for any Account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent Account may be charged with fees or charges that are incidental to any chargeback or collection of any of the unpaid amount, including collection fees. 

5. Licenses

5.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Learnee grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of VaSi obtained from a legitimate marketplace on a mobile device that you own or control (“Device”); and (b) access and use the Service. The Service is licensed, not sold to you. 
 

5.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, make derivative works of, publicly display, or publicly perform the Service; (b) make modifications to the Service; (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism; (d) rent, lease, loan, resell, distribute, or otherwise transfer the Service; or (e) remove or destroy any copyright notices or other proprietary markings from the Service. If you are prohibited under applicable law from using the Service, you may not use it. 
 

5.3 Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Learnee an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
 

6. Ownership; Proprietary Rights. The Service is owned and operated by Learnee. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Learnee are protected by intellectual property and other laws. All Materials included in the Service are the property of Learnee or its third party licensors. Except as expressly authorized by Learnee, you may not make use of the Materials. Learnee reserves all rights to the Materials not granted expressly in these Terms. For clarity, the Service may be implemented using machine learning systems with features and implementations designed to generate statistics, calibrate data models, and improve algorithms in the course of processing Data and User Content (“Machine Learning”). Nothing in these Terms prohibits Learnee from using such Machine Learning for testing, tuning, optimizing, validating, or otherwise enhancing the analytics, models, or algorithms underlying the Service. Nothing in these Terms gives you any rights in or to any part of the Service or the Machine Learning generated by Learnee or the Machine Learning generated in the course of providing the Service.
 

7. Third Party Terms and Software
 

7.1 Third Party Terms. You are solely responsible for your use of the Service on your Device, including without limitation compliance with any applicable third party terms and payment of any applicable fees (such as data or connection fees) to third parties such as a mobile phone carrier.
 

7.2 Third Party Services. Our Service may allow you to access, use, or interact with third party products and services. For example, Learnee may provide tools through the Service that enable you to export information, including User Content, to third party services (such as iCloud or Google Drive). By using one of these tools, you agree that Learnee may transfer that information to the applicable third party service. Third party services are not under Learnee’s control, and, to the fullest extent permitted by law, Learnee is not responsible for any third party service’s use of your  information. Please note that when you use third-party services, you may also be required to agree to their terms and privacy policies.
 

7.3 Third Party Software. The Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). For a list of Third Party Components and related disclosures, please visit www.learnee.ai/ossd. Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses. 
 

8. User Content and Data 
 

8.1 Access to Device Resources. To the extent you decide to use the Service in connection with resources located on your Device, including photo libraries, video libraries, audio libraries, calendars, contacts, or other resources, you represent and warrant that you have the rights to provide us with access to such resources to allow us to provide our Services.
 

8.2 User Content Generally. Certain features of the Service may permit users to upload content to the Service, including Dots, photos, and other types of works (collectively, “User Content”), share Dots with other users of the Service, and otherwise publish User Content on the Service. You retain any copyright and other proprietary rights that you may hold in the User Content that you upload or post to the Service. 
 

8.3 Limited License Grant to Learnee. You grant Learnee a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid right and license (with the right to sublicense) to (a) host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, process, transform, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed; and (b) collect, process, transmit, transfer, store, and use any information related to your use of the Service, and any other data collected or generated by the Service (such information and data, “Data”), in each case (a) and (b) for Learnee’s business purposes, including to provide the Service, to improve, personalize, maintain, and support the Service, for purposes of machine learning, industry analysis, benchmarking, analytics, and the development, commercialization, and offering of new products and services. 
 

8.4 Limited License Grant to Other Users. When using the Service, certain User Content, including Dots, may be viewable by other users. By providing User Content to or via the Service to other users of the Service, you grant those users a non-exclusive license to access, use, and edit that User Content as permitted by these Terms and the functionality of the Service. 
 

8.5 User Content Representations and Warranties. Learnee disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant that:

      a. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Learnee and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Learnee, the Service, and these Terms; 

      b. your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Learnee to violate any law or regulation; and

      c. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate. 
 

8.6 User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users transmit, and will not be in any way responsible or liable for User Content. Learnee may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you may be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. Additionally, you acknowledge and agree that, although Learnee may provide certain features intended to allow you to restrict access of some User Content you create from others or otherwise keep such User Content private, Learnee does not guarantee that such User Content will never be accessible by others. To the fullest extent permitted by law, Learnee is not responsible for the use of any User Content by users or non-users of the Service or any third parties. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Learnee with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Learnee does not permit copyright-infringing activities on the Service. 
 

8.7 Monitoring Content. Learnee does not control and does not have any obligation to monitor (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that Learnee reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Learnee chooses to monitor the content, Learnee still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.
 

8.8 Backups. We strongly encourage you to secure and separately and externally (i.e., outside and independently of any Free or Paid Service) back up your User Content, including any and all Dots, on a regular basis. To the fullest extent permitted by law, Learnee has no responsibility for the deletion, corruption, or failure to store any User Content maintained or transmitted through the Service, and you take responsibility for securing and backing up your User Content.  Learnee does not take responsibility for backing up your User Content, your data or any of your information and may not be able to restore this information once it is lost.
 

9. Communications 

9.1 Push Notifications and/or Dots from Us. When you install VaSi on your Device, you agree to receive push notifications and/or Dots from us or VaSi, which are messages, notes or notifications the app or we send you on your Device.

10. Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO: 

      a. use the Service for any illegal purpose or in violation of any local, state, national, or international law;
 

      b. harass, threaten, demean, embarrass, or otherwise harm any other user of the Service;
 

      c. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
 

      d. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) decompiling, reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
 

      e. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code, or doing anything that could disable, overburden, or impair the proper working or appearance of our Service; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
 

      f. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission;
 

      g. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6) or any right or ability to view, access, or use any Materials; or
 

      h. attempt to do any of the acts described in this Section 10 or assist or permit any person in engaging in any of the acts described in this Section 10.
 

      i. Upload, post, or share User Content that could be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
 

11. Digital Millennium Copyright Act
 

11.1 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:
 

Learnee, Inc.
ATTN: Legal Department (Copyright Notification)
3101 Park Blvd, Palo Alto, CA, 94306
Email: legal@learnee.ai
 

Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:

      a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
 

      b. a description of the copyrighted work or other intellectual property that you claim has been infringed;
 

      c. a description of the material that you claim is infringing and where it is located on the Service;
 

      d. your address, telephone number, and email address;
 

      e. a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
 

      f. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
 

11.2 Repeat Infringers. Learnee will promptly terminate the Accounts of users that are determined by Learnee to be repeat infringers.
 

12. Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time upon 7 days’ notice. Please check these Terms periodically for changes. If we make modifications to these Terms, we will use commercially reasonable efforts to provide notice of such updates, such as by sharing a Dot with you, providing notice through the Service, or updating the “Last Updated” date at the beginning of these Terms. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon the date specified in the notice.  By continuing to access or use the Service, you are agreeing to accept and be bound by the updated Terms. If you do not agree to the updated Terms, then, except as otherwise provided in Section 17.8 (“Modifications to this Arbitration Provision”), you may not use the Services anymore. Except as expressly permitted in this Section 12, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose. 
 

13. Term, Termination and Modification of the Service
 

13.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 13.2.
 

13.2 Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Learnee may, at its sole discretion, terminate these Terms or your Account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. If you are only using the Free Service, you may terminate your Account and these Terms at any time by uninstalling VaSi from all Devices and ceasing all use of the Service.  If you are using the Paid Service, you may terminate your Account and these Terms by first cancelling your Subscription Service as further described in Section 4.3 and then uninstalling VaSi from all Devices and ceasing all use of the Service, provided that termination by you of your Account and these Terms will be effective upon the lapse of the Subscription Period during which you effectively cancel the Subscription Service as further described in Section 4.3. 
 

13.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your Account or the Service; (c) you must pay Learnee any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 5.3, 6, 8, 13.3, 14, 15, 16, 17 and 18 will survive. 
 

13.4 Modification of the Service. Learnee reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Learnee will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service. 
 

14. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Learnee and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Learnee Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
 

15. Disclaimers; No Warranties

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. LEARNEE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. LEARNEE DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, ACCURATE, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND LEARNEE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. LEARNEE DOES NOT WARRANT THAT THE REMINDERS THAT YOU SET IN CONNECTION WITH YOUR DOTS WILL BE IN FACT DELIVERED TO YOU AT ALL, DISPLAYED PROPERLY OR IN A TIMELY MANNER, OR THAT ANY DOTS THAT YOU INTEND TO SHARE WITH OTHER USERS OF THE SERVICE WILL BE DELIVERED TO SUCH USERS IN A TIMELY MANNER OR AT ALL. YOU ACKNOWLEDGE THAT LEARNEE HAS HEREBY ADVISED YOU TO HAVE IN PLACE AN ALTERNATIVE METHOD (OUTSIDE OF LEARNEE’S SERVICES, APP OR OTHER SYSTEMS) TO CAPTURE AND SAVE ALL OF YOUR CONTENT, INCLUDING WITHOUT LIMITATION, YOUR REMINDERS. 
 

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR LEARNEE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE LEARNEE ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PERSON (OR THE PERSON(S) OF ANY THIRD PARTY) OR YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT, OR ANY FAILURE OF YOUR USER CONTENT OR DATA TO PROPERLY BACK UP TO A THIRD PARTY ACCOUNT.
 

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Learnee does not disclaim any warranty or other right that Learnee is prohibited from disclaiming under applicable law.
 

16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE LEARNEE ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY LEARNEE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTION 17.5 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE LEARNEE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED THE GREATER OF (A) THE AMOUNT YOU HAVE PAID TO LEARNEE FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM; OR (B) $5. YOU MUST BRING ANY CLAIMS RELATING TO YOUR USE OF THE SERVICES WITHIN ONE (1) YEAR FROM THE DATE THE CAUSE OF ACTION AROSE. 
 

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

17. Dispute Resolution and Arbitration 
 

17.1 Generally. In the interest of resolving disputes between you and Learnee in the most expedient and cost effective manner, and except as described in Section 17.2 and 17.3, you and Learnee agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND LEARNEE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
 

17.2 Exceptions. Despite the provisions of Section 17.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
 

17.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 17 within 30 days after the date that you agree to these Terms by sending an email to us at legal@learnee.ai with the subject line “Attention: Legal Department – Arbitration Opt-Out” that specifies: your full legal name, the phone number associated with your VaSi Account, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Learnee receives your Opt-Out Notice, this Section 17 will be void and any action arising out of these Terms will be resolved as set forth in Section 18.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
 

17.4 Arbitrator. Any arbitration between you and Learnee will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Learnee. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
 

17.5 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (or in the case of Learnee seeking arbitration, by sharing a Dot with you or sending a text message to the phone number associated with your Device) (“Notice of Arbitration”). Learnee’s address for Notice is: Learnee, Inc., 3101 Park Blvd, Palo Alto, CA 94306. If Learnee sends a text message to your Device to provide Notice of Arbitration, Learnee will reimburse you for any additional costs from your carrier for such text message. Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Learnee may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Learnee must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Learnee in settlement of the dispute prior to the award, Learnee will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000. 
 

17.6 Fees. If you commence arbitration in accordance with these Terms, Learnee will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Santa Clara County, CA, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Learnee for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
 

17.7 No Class Actions. YOU AND LEARNEE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Learnee agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
 

17.8 Modifications to this Arbitration Provision. If Learnee makes any future change to this arbitration provision, other than a change to Learnee’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Learnee’s address for Notice of Arbitration, in which case your Account with Learnee will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

17.9 Enforceability. If Section 17.7 or the entirety of this Section 17 is found to be unenforceable, or if Learnee receives an Opt-Out Notice from you, then the entirety of this Section 17 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 18.2 will govern any action arising out of or related to these Terms.

18. Miscellaneous

18.1 General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Learnee regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

18.2 Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Learnee submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Santa Clara, CA for resolution of any lawsuit or court proceeding permitted under these Terms.
 

18.3 Privacy Policy. Please read the Learnee Privacy Policy carefully for information relating to our collection, use, storage, disclosure of your personal information. The Learnee Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
 

18.4 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
 

18.5 Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
 

18.6 Contact Information. The Service is offered by Learnee, Inc., located at 3101 Park Blvd, Palo Alto, CA 94306. You may contact us by sending correspondence to that address or by emailing us at hello@learnee.ai. 
 

18.7 Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
 

18.8 No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies. You may contact customer service at hello@learnee.ai. 
 

18.9 International Use. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited. 
 

19. Notice Regarding Apple. This Section 19 only applies to you to the extent you obtained VaSi from Apple’s App Store. You acknowledge that these Terms are between you and Learnee only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the Service. Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.