Terms of Use

EEffective from 25th May 2019.

PLEASE READ THIS DOCUMENT CAREFULLY :

This document sets out the terms for use of the FreshLearn platform. It governs both our Course & Content Creators (“Creators”) and our end-users (“Students”). When we refer to “You”, we mean both our Creators and Students or just our Creators or our Students (don’t worry, we’ll make it clear who we’re talking to, but when in doubt, we’re talking to you). FreshLearn is committed to transparency, which includes providing a Terms of Use that is understandable and written in plain language. Because this document represents our agreement with you about your use of our platform, please take the time to read this document.

Our Terms of Use (“Terms” or “Agreement”) also includes our Privacy Policy, and any other documents referred to by those agreements, and they, as a whole, govern any and all of the access to the FreshLearn platform, whether you are a visitor, guest, Creator, Student, etc

FreshLearn Platform can be found at https://freshlearn.com, and also includes all of the subdomains, mobile applications, any other media, location, application, etc. owned, managed, operated, etc. by FreshLearn. When referring to the infrastructure in this Agreement, we will be collectively referring to them as the “Platform”.

I. Introduction

FreshLearn, Inc. ("FreshLearn") provides an open online content creation platform designed to allow Creators to build, design, publish, and sell courses and services (“Content”) to their Students. FreshLearn offers this Content creation platform along with a number of additional services and tools (e.g. payment gateways, author, and affiliate payouts), and the entire selection of tools and services offered via the Platform will be referred to in this Agreement as “FreshLearn Services”.

By using our Platform in any manner you are expressly agreeing to, and give your consent to be governed by, these Terms. If you do not agree with these Terms or you do not wish to be bound by these Terms, you must not use or access FreshLearn’s Platform in any manner.

FreshLearn is neither a content provider nor an educational institution. Creators and Students are not employees of FreshLearn. FreshLearn is not responsible for interactions between Creators and Students, with the exception of providing the technological means through which Creators may broadcast and otherwise make their Content available and, at each Creator’s election, for processing payments through FreshLearn’s payment gateway(s). FreshLearn is not liable for any disputes, claims, losses, injuries, or damage of any kind that may arise out of the Creator/Student relationship, including but not limited to, any Student’s reliance upon any information provided by a Creator or Creator Content at any time.

As stated in our Privacy Policy, FreshLearn only provides Creators with limited information about the Students enrolled in their Content, including name, email address, IP address, and the Content in which the Student has enrolled. This information is only available to the Creator upon the purchase or enrollment of a Student in the Creator’s Content. FreshLearn does not provide, sell, rent, release, disclose, etc. Student data to Creators for monetary or other valuable consideration.

Students assume full responsibility for the disclosure and use of any other personal information the Student chooses to disclose to any Creator on the Platform.

II. Age of Access

A. You must be at least 18 years old to use the Platform, or, if you are between the ages of 13 and 18, you must have your parent or guardian’s permission to use the Platform. By using our Platform, you are telling us by your actions that you have obtained that permission (you are ‘representing’ and ‘warranting’ that you have obtained the appropriate permissions to use our Platform). If you are under the age of 13 you may not use our Platform in any manner nor may you register for an account.

III. License to Creators & Students

A. FreshLearn grants You a limited, non-exclusive license to access and use FreshLearn’s Platform for your own personal and commercial purposes. This license is only for Your use and may not be assigned or sublicensed to anyone else, without FreshLearn’s express written consent. Except as expressly permitted by FreshLearn in writing, you will not try to reproduce FreshLearn’s Platform (legally that’s known as engaging in activity that would reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Platform). You also agree that in exchange for this license You will not engage in any activity that would interfere with or damage or harm the Platform. All rights not expressly granted by FreshLearn are reserved.

IV. Code of Conduct

A. We have to set up some ground rules. Honestly, most of what we cover here should go without saying. However, it’s better to be upfront about things, rather than just assume everyone knows how they are expected to conduct themselves on our Platform

B. If You violate this Code of Conduct we reserve the right to remove You and any of Your Content from the FreshLearn Platform. Whether conduct violates our Code of Conduct will be determined in FreshLearn’s sole discretion.

V. Course and Coaching Content

A. While we’re on the subject of ground rules, we should also discuss what content is prohibited on the FreshLearn Platform. For a number of reasons, there are certain subject matter types that we simply will not allow to be published in Your Content on FreshLearn.

VI. Coaching

A. FreshLearn may provide the opportunity for Creators to sell offerings (“Coaching”) to Students in addition to the courses that the Creator sells on the Platform (together Coaching and courses are referred to as Content). All Coaching shall be covered by this Agreement and are included in the definition of Content. Should the Coaching involve any third-party content, You agree that FreshLearn is not responsible in any way for such content, and makes no representations or guarantees as to its merchantability or fitness of use. The delivery of Coaching is the sole responsibility of the Creator.

VII. Intellectual Property and Your Content

In operating our Platform, it’s important for us to make it clear who owns what. You are trusting us with your content and consistent with FreshLearn’s genuine belief in transparency we want to make it simple for You to know exactly what You are getting into when You join the FreshLearn community.

A. FreshLearn Content: Content on the Platform, including all information, software, technology, data, logos, marks, designs, text, graphics, pictures, audio and video files, other data or copyrightable materials or content, and their selection and arrangement, is referred to herein as "FreshLearn Content", and is and remains the sole property of FreshLearn. FreshLearn Content, including our trademarks, may not be modified by You in any way

B. Your Content: Content that You upload to the Platform is and remains Your content. FreshLearn does not claim any intellectual property rights over the materials You upload to the FreshLearn Platform by virtue of Your use of our services. By uploading your content to the FreshLearn Platform, You agree that:

C. Content Free of Infringement of Any Third-Party Rights

VIII. FreshLearn’s General Rights In Operating Its Platform

A. FreshLearn reserves the following rights over the entire FreshLearn Platform:

IX. DMCA

A. FreshLearn takes a firm stance against anyone who is infringing upon anyone else’s intellectual property. This Platform is all about You transforming Your knowledge into Content. We draw a hard line when the FreshLearn Platform is used to exploit someone else’s intellectual property. B. Under the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), FreshLearn has set out the following policy:

X. Trademark Violations

A. Trademark Infringement

The DMCA (again, the Digital Millennium Copyright Act), only covers copyrights. For claims of trademark infringement, FreshLearn requests that any notices sent to FreshLearn’s Designated Agent contain:

XI. Third-Party Communications

A. By using FreshLearn’s Platform, You may receive communications from third parties (e.g. a Creator may communicate with a Student). FreshLearn is not responsible for these communications and shall not have any liability in connection with them. You are solely responsible for assessing and verifying the identity and trustworthiness of the source and content of any such third-party communications. FreshLearn assumes no responsibility for verifying, and makes no representations or warranties regarding the identity or trustworthiness of the source or content of any such third-party communications.

XII. Third-Party Offerings

A. Through the FreshLearn Platform, You will have the ability to access content, links to websites, and services provided by Creators, Students, and other third parties (“Third-Party Offerings”). Your use of any Third-Party Offerings provided on this Platform or a third-party website is at your own risk. FreshLearn does not monitor or have any control over, and makes no claim or representation regarding Third-Party Offerings and accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third-Party Offerings. You should review applicable terms and policies, including privacy and data gathering practices, of any third party, and should make whatever investigation You feel necessary or appropriate before proceeding with any transaction with any third-party.

XIII. Payments

A. Gateway Options: FreshLearn operates two different types of payment options for Creators who use our Platform: FreshLearn Gateways and Custom Gateways. Your use of either type of gateway is covered by the terms of this section.

B. FreshLearn Native Gateways

XIV. Pricing

A. FreshLearn is not responsible for setting the pricing on a Creator’s Content. Prices for Creator Content are set by the Creator.

XVI. Account Ownership Disputes

A. In the unlikely event that there is a dispute over the ownership of an account, FreshLearn has the right to request additional information from You to determine ownership and settle the dispute. The information that We may request to assist in resolving ownership disputes includes, but is not limited to, the following:

B. Should a dispute arise, FreshLearn reserves the right to determine the account ownership in its sole judgment, and the ability to transfer the account to the rightful owner, unless otherwise prohibited by law

XVII. Discover

A. FreshLearn also operates the FreshLearn Discover (“Discover”) platform, which is a part of the overall FreshLearn Platform. In order to participate in Discover, the Creator must agree to a Discover platform agreement. As a part of the FreshLearn Platform, Discover is covered by this Agreement. The Discover agreement does not supersede this Agreement. The terms in this Agreement apply in full force to the use of Discover. However, should this Agreement conflict with the Discover agreement, the Discover agreement shall take precedence.

XVIII. Fees

A. Pricing for the FreshLearn Platform is described on our pricing page (https://freshlearn.com/pricing/)

B. Depending on the processing method, FreshLearn may charge transaction fees. You agree to pay all fees and charges that are made to Your account and that You are solely responsible for payment of these fees and charges

C. Paid plans are automatically charged at the beginning of each billing period. Unless You submit a cancellation request to us in writing via email (support@freshlearn.com) or directly through Your account prior to the start of the billing period, Your plan will be charged upon the anniversary of its billing period. You agree that FreshLearn may charge any recurring service to the credit card or debit card that you provide

D. Should You not authorize payment or are otherwise not current on Your payments for FreshLearn Services, FreshLearn may restrict Your Platform access until Your account becomes current and paid in full

E. FreshLearn reserves the right to pursue fees owed using collection methods which may include charging other payment methods on file with FreshLearn and/or retaining collection agencies or legal counsel

F. FreshLearn reserves the right to offer custom plans and pricing in addition to what is offered on the pricing page. Custom plans may also include custom billing and payment terms, including billing periods and renewals, that are different from our standard terms

XIX. Refund Policy

C. Sole Discretion
Any requests for a refund, whether by a Creator or a Student, will be ultimately determined in FreshLearn’s sole discretion

D. Coaching
Regardless of any other section to the contrary in this Agreement, FreshLearn’s refund policy does not cover the provision of live Coaching provided by Creators to Students.

XX. Cancellation and Deletion

A. Cancellation

B. Deletion

C. Effect of Cancelation/Deletion

XXI. Errors and Corrections

XXII. Limitations of Liability

In running the Platform, we require that You understand and agree that FreshLearn is not liable for a number of things, including Your breach of this Agreement and losses that may result from Your use of the Platform. We also require that You understand and agree that the Platform is offered As-Is and may not always be 100% perfect or reliable and that FreshLearn doesn’t warrant or guarantee that it will always be free of errors or defects. Any claims for damages against FreshLearn will be limited to a portion of the fees You have paid us.

Our limitations of liability are as follows:

A. You agree that FreshLearn, including its employees, officers, directors, and agents, shall not be liable for any kind of loss, injury, claim, or damages resulting from Your use of the FreshLearn Platform

B. You agree that FreshLearn shall not be liable for any injuries, losses, claims, or damages that result from Your use or engagement with third-party content, downloads, or communications

C. FreshLearn is not liable for any losses or damage caused by any viruses, distributed denial of service attacks, and any and all other malicious computer code. Malicious computer code means computer code or other mechanisms of any kind designed to disrupt, disable or harm in any manner the operation of any software or hardware or other business processes or to misuse, gain unauthorized access to or misappropriate any business or personal information, including worms, bombs, backdoors, clocks, timers, or other disabling device code, or designs or routines that cause software or information to be erased, inoperable, or otherwise incapable of being used, either automatically or with the passage of time or upon command

D. FreshLearn does not guarantee that any files available for downloading from the Platform will be completely free from viruses or other harmful computer code

E. The FreshLearn Platform is provided to You on an “As Is, As Available” basis. As such, You agree to have an external method of recovering any lost data that may be uploaded to the FreshLearn Platform

F. FreshLearn disclaims any warranties to the Platform and the content contained therein, including warranties for merchantability, fitness for a particular purpose, non-infringement, or title

G. FreshLearn shall not be liable for any special, direct, indirect, incidental, punitive, or consequential damages, resulting from the use of or inability to use the Platform

H. You agree that FreshLearn shall not be liable for any losses, injuries, claims, or damages from Your violation or breach of this Agreement. You agree to indemnify, defend, and hold harmless FreshLearn, its present and future officers, directors, employees, agents, licensors, suppliers, and any third-party information providers to the Platform from and against all claims, losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from any violation of this Agreement by You or arising from or related to Your use or misuse of the Platform (including, without limitation, use in contravention of this Agreement, other FreshLearn policies, and copyright and other intellectual property law)

I. You are solely responsible for ensuring that Your use of the Platform complies with applicable law and does not violate the rights of any third-party, including, without limitation, intellectual property rights. You assume all liability for any claims, suits or grievances filed against You, including, but not limited to, all damages related to Your use of the Platform.

J. You may not assign Your rights under this Agreement without FreshLearn's prior written consent

K. Should FreshLearn’s limitation of liability is not applicable, FreshLearn’s sole obligation to You, or any third-party, for damages shall not exceed the amounts paid by You to FreshLearn over the prior twelve (12) months directly preceding your claim, unless otherwise required by law

L. You agree that FreshLearn shall not be liable for any content that appears on the Platform

M. Except as set forth herein, nothing express or implied in this Agreement is intended or implied to confer, and nothing herein shall confer, any rights, remedies, liabilities, or obligations whatsoever upon any person or entity

N. You agree that any cause of action or claim that You may have against FreshLearn must be brought against us within one (1) year after the cause of action or claim arises. Should You not commence such cause of action or claim within this time period, it shall be barred

XXIII. Remedies for Violations

A. FreshLearn reserves the right to seek all remedies available at law and in equity for violations of this Agreement, including but not limited to removing Creators and Students from the Platform, the right to block access to the Platform from a particular IP address or another user identifier, or to refer the violation to the appropriate law enforcement authorities.

XXIV. Communications

A. FreshLearn may notify You of relevant information regarding the Platform and FreshLearn Services in any of the following ways: (a) by emailing You at the contact information You provide in Your account registration, (b) by posting a notice in dashboard areas of the Platform, and (c) by posting the notice elsewhere on the Platform in an area suitable to the notice. It is Your responsibility to periodically review the Platform for such notices.

B. Subject to the Privacy Policy, if you send to FreshLearn or post on the Platform in any public area any testimonials, techniques, suggestions, workflows, or know-how ("User Submissions"), for any purpose, including the developing, manufacturing, and/or marketing or products or services incorporating such information, you acknowledge that FreshLearn can use such User Submissions without acknowledgment or compensation to you, and you waive any claim of ownership or compensation or other rights you may have in relation to your User Submissions. We actively review User Submissions for new ideas. If you wish to preserve any interest you might have in your User Submissions, you should not post them to the Platform or send them to us.

XXV. Governing Law and Jurisdiction; Disputes and Arbitration

A. This Agreement shall be governed in accordance with the laws of the State of New York without regard to its conflicts of law principles. Any action arising out of or relating to this Agreement shall be filed only in the state or federal courts located in the County of New York in the State of New York. You consent and submit to the exclusive personal jurisdiction of such courts for the purpose of litigating any such action

B. Any dispute, controversy, proceeding, or claim arising out of or in connection with or relating to this Agreement, shall be resolved by binding confidential arbitration by JAMS pursuant to its Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein

C. The arbitration will be conducted in New York County, New York, unless You and FreshLearn agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing FreshLearn from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, dilution, or violation of our data security, intellectual property rights, or other proprietary rights

D. You and FreshLearn agree to waive the right to trial by jury. You further agree that any proceedings to resolve any disputes shall be done solely on an individual basis and that You will not seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney general action, or in any proceeding in which You act or propose to act in a representative capacity

E. You also agree that no proceeding will be joined, consolidated, or combined with another proceeding without the prior written consent of FreshLearn and all parties to any such proceeding

XXVI. California Civil Code Section 1789.3

A. California websites users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California, 95814, or by telephone at (916) 445-1254 or (800) 952-5210

B. Complaints or requests for further information can be sent to the address listed in the Contact Us section of this Agreement

XXVII. Privacy

A. Your use of the Platform is subject to our Privacy Policy.

XXIII. Entire Agreement; Severability of Provisions; No Waiver

A. These Terms of Use incorporate by reference any notices contained on the Platform, including within the Privacy Policy, and constitute the entire agreement with respect to access to and use of anything offered by FreshLearn, including the Platform, FreshLearn Services, and any Content

B. If any provision of this Agreement is deemed unlawful, void, or unenforceable by a court of law exercising proper jurisdiction, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability

C. No waiver of any provision hereof shall be valid unless in writing signed by the parties. Any failure to enforce any right or remedy hereunder shall not operate as a waiver of the right to enforce such right or remedy in the future or of any other right or remedy

A. Your use of the Platform is subject to our Privacy Policy.

XIX. OFAC

A. You represent and warrant that You are not, nor are You owned or controlled directly or indirectly by, any person, group, entity or nation named on any list issued by the Department of the Treasury’s Office of Foreign Asset Control (“OFAC”), or any similar list or by any law, order, rule or regulation or any Executive Order of the President of the United States, including Executive Order 13224, as a "Specially Designated National and Blocked Person”, terrorist, or other banned or blocked person (any such person, group, entity or nation being hereinafter referred to as a (“Prohibited Person”); (ii) You are not (nor are You owned or controlled, directly or indirectly, by any person, group, entity or nation which is) acting directly or indirectly for or on behalf of any Prohibited Person; (iii) You (and any person, group, or entity which You control, directly or indirectly) have not conducted nor will conduct business nor have engaged nor will engage in any transaction or dealing with any Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation, including, without limitation, the making or receiving of any contribution of funds, good or services to or for the benefit of a Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation; (iv) You are not prohibited by any sanctions program as maintained by OFAC from transacting with FreshLearn, including those sanctions programs currently in effect with respect to Cuba, Iran, North Korea, Syria, Venezuela, or Crimea. In connection with the foregoing, it is expressly understood and agreed that the representations and warranties contained in this subsection shall be continuing in nature.

XXXI. Changes to the Terms of Use

A. FreshLearn may review and update this Agreement at any time in our sole discretion and it is Your responsibility to stay informed of those changes. All changes are effective immediately when posted and apply to all uses of the Platform thereafter. Your continued use of the Platform following the posting of revised Terms of Use means that You accept and agree to be bound by the changes. Please check this webpage periodically for updates.

XXXI. Titles/Headings

A. The headings and titles of sections to this Agreement have been inserted for the convenience of reference for the parties and are for informational purposes only and shall not be deemed to be a part of the language of this Agreement. Neither You nor FreshLearn shall rely on, or interpret substantively, the headings when construing the meaning of each section of the Agreement as a whole.

XXXII. Gender/Plural

A. Whenever such wording may appear in this Agreement, words in the singular shall mean and include the plural and vice versa, and words in the feminine shall mean and include the masculine and vice versa.

XXXIII. Contact Us

A. If you have questions or concerns regarding these Terms of Use, the Platform, FreshLearn Services, or Content, You may contact Us via physical or electronic mail at the address below. Note: the FreshLearn office is not open to the public:

FreshLearn, Inc.
Email: support@freshlearn.com