PROLAERA TERMS OF SERVICE

Last Updated: March 8, 2017

These Terms of Service (“Terms”) apply to your access to and use of the websites, applications and other online products and services (collectively, our “Services”) provided by Learning Suite, Inc. (d/b/a Prolaera) (“Prolaera,” “we” or  “us”). The Services include without limitation your ability to access and use e-learning courses on the Services (the “Courses”) that are provided by Prolaera and our business partners (collectively, “Course Providers”).  By registering for, accessing, browsing, and/or otherwise using the Prolaera Services, you acknowledge that you have read, understood, and agree to be bound by these terms and that you will abide by our Community Guidelines, which are incorporated into these Terms by reference. If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 25, do not access, browse, or use our Services.

In addition to these Terms, we may ask you to accept additional terms that apply to specific features, products or services. To the extent any additional terms conflict with these Terms, the additional terms govern with respect to your access to or use of the applicable feature, product or service.

1      Privacy

Please refer to our Privacy Policy https://prolaera.com/privacy-policy for information about how we collect, use and disclose information about you.

2      Eligibility

You must be at least 18 years of age to access or use our Services. If you are accessing or using our Services on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.

3      User Accounts and Account Security

You may need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account (for example, by not using the same password on other services) and promptly notify Prolaera if you discover or suspect that someone has accessed your account without your permission. You are responsible for all activities that occur in connection with your account and accept all risks of unauthorized access.

4      Communication Preferences

By creating a Prolaera account, you also consent to receive electronic communications from Prolaera (e.g., via email or by posting notices on our Services). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein or contacting us via the Contact form at: https://Prolaera.com/contact.

5      User Content

Our Services may allow you to create, post, store and share content, including messages, text, photos, videos, software and other materials (collectively, “User Content“). Except for the license you grant below, you retain any rights in and to your User Content.

You grant Prolaera a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content and any name, username or likeness provided in connection your User Content in all media formats and channels now known or later developed without compensation to you. When you post or otherwise share User Content on or through our Services, you should understand that others will be able to access and use your User Content and any associated information (such as your username or profile photo) both on and off our Services.

You may not create, post, store or share any User Content that violates our Community Guidelines or for which you do not have all the rights necessary to grant us the license described above. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason.

6      Courses

6.1     Course Term

Courses are provided for a specific period of time (a “Course Term”).  You may obtain a right to access and use a Course during a Course Term by (i) registering for a Free Course (see Section 7 below); or (ii) purchasing and registering for a Course (see Section 8 below).  If you obtain a right to access and use a Course, then during the Course Term, Prolaera grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Course in the regular course of your work, as further specified on the Services.

6.2     Certificates

Courses may include the ability for you to earn a certificate of completion (“Certificate”).  Certificates will only be issued where you have completed 100% of the Course and obtained all necessary grades and marks during the Course Term, as indicated on the Services. If you do not complete a Course during the Course Term, you will have to begin the Course again if you want the opportunity to earn a Certificate. Receipt of a Certificate certifies that you have completed all Course requirements, as described on the Services.

6.3     CPE Recognition

All tax courses are IRS approved as continuing education for Enrolled Agents and AFSP participants.

Learning Suite, Inc. is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.learningmarket.org. Sponsor ID #137128.

6.4     Academic Credit

Unless explicitly stated in these Terms or on the Services, Courses are not accredited and do not qualify for continuing education credits or any other academic credits. Receipt of a Certificate certifies that you have completed all Course requirements, as described on the Services.

7      Free Courses

You may obtain the right to access and use a Course for free as part of a promotion or because a Course Provider is sponsoring the course (together, a “Free Course”). The Course Term for a Free Course is specified on the Services.  For combinations with other offers, restrictions may apply. Prolaera reserves the right, in its sole and absolute discretion, to determine your eligibility for a Free Course and to modify or cancel a Free Course or a Free Course offer at any time.

8      Purchasing a Course

You may purchase a Course by making a one-time payment, as specified on the Services (an “Order”). When you place an Order, you expressly acknowledge and agree that Prolaera (or our third-party payment processor) is authorized to charge your designated payment method for the total amount of your Order (including any applicable taxes and other charges).

9      Payment and Billing Information

By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method, and you hereby authorize Prolaera (or our third-party payment processor) to charge your payment method for the total amount of your Order.  If the payment method cannot be verified, is invalid or is otherwise not acceptable, your Order may be suspended or cancelled, in accordance with applicable law. You must resolve any problem we encounter in the Order to proceed with your Order. In the event you wish to change or update payment information associated with your Prolaera account, you may do so at any time by logging into your account and editing your payment information. You acknowledge and agree that the amount billed may vary due to promotional offers or changes in applicable taxes or other charges, and you hereby authorize Prolaera (or our third-party payment processor) to charge your payment method for the corresponding amount.

10   Suspension or Termination of the Course Term

Unless prohibited by applicable law, Prolaera may suspend or terminate your Course Term in its sole discretion if you fail to pay any amounts due for your Course or if you otherwise breach these Terms.  Any use of a Course other than as specifically authorized under this Terms, without the prior written permission of Prolaera, is strictly prohibited, constitutes a breach of these Terms, and may result in termination of your Course Term. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations and statutes.

11   Pricing and Availability

Prices are shown in the currency of your country of residence or as specified on our Services and applicable taxes and other charges, if any, are additional. We reserve the right to adjust prices as we may determine in our sole and absolute discretion, at any time and without notice.

12   Taxes and VAT

We will collect applicable sales tax, VAT and other related taxes (“Taxes”) on Course sales where we have determined that we have a duty to collect Taxes. If a Course sale is subject to Taxes, you agree that the amount of Taxes shown at checkout may be adjusted. Several factors may cause this, such as variances between processor programs and changes in Tax rates.

13   No Resale

You are not permitted to resell or otherwise transfer your Courses for commercial purposes without the express written permission of Prolaera, which Prolaera is under no obligation to provide.  If you wish to resell or otherwise transfer your Courses, contact Prolaera via the Contact form at https://Prolaera.com/contact.

14   Refunds

PAYMENTS ARE NONREFUNDABLE AND PROLAERA IS NOT OBLIGATED TO ISSUE REFUNDS OR CREDITS FOR PARTIALLY USED COURSE TERMS. At any time, and for any reason, we may provide a refund, discount, or other consideration to you (“Credits”). The amount and form of such Credits, and the decision to provide them, are at our sole and absolute discretion. The provision of Credits in one instance does not entitle you to Credits in the future for similar instances, nor does it obligate us to provide Credits in the future, under any circumstance.  NO REFUNDS ARE AVAILABLE AS PART OF ANY SUSPENSION OR DISCONTINUATION OF ANY COURSE OR A COURSE TERM OR TERMINATION OF THESE TERMS (IN ACCORDANCE WITH SECTION 10 ABOVE AND SECTIONS 17 AND 27 BELOW). THIS DOES NOT AFFECT ANY STATUTORY RIGHTS YOU MAY HAVE UNDER APPLICABLE LAW.

15   Feedback

Any questions, comments, suggestions, ideas, original or creative materials or other information you submit about Prolaera or our Services (collectively, “Feedback”), is non-confidential and will become the sole property of Prolaera. We will own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

16   Copyright and Trademark

Our Services, including the text, images, Prolaera logos, product or service names, slogans and other content, are owned by or licensed to Prolaera. Except as explicitly stated in these Terms, Prolaera and our licensors reserve all rights in and to the Services, which includes this content.

17   Access to Our Services

You may access and use our Services solely for your personal, noncommercial use and only as allowed by these Terms and our Community Guidelines. However, we may suspend or terminate your ability to access and use all or part of our Services at any time and for any reason (or no reason) without notifying you first. We are not responsible for any harm related to your inability to access or use our Services.

18   Export Compliance

All or part of our Services may be subject to U.S. export control and economic sanctions laws (“Export Controls”). You agree to abide by all Export Controls as they relate to your access and use of our Services. You may not access or use our Services if you are located in a jurisdiction where the provision of our Services is prohibited by law (a “Prohibited Jurisdiction”), and you may not provide access to our Services to any government, entity or individual located in any Prohibited Jurisdiction. You represent and warrant that: (a) you are not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) you are not a national of, or a company registered in, any Prohibited Jurisdiction; and (c) you will comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which you are located.

19   Transfer and Processing of Data

By accessing or using the Services, you consent to the processing and transfer of information, relating to you, in and to the United States and other countries, which may have less adequate data protection laws than those found in your country of residency.

20   Copyright Complaints

If you believe that your work has been copied in a way that constitutes copyright infringement, you may notify Prolaera’s Designated Agent as follows:

Designated Agent:           Evan Hiner
Address:                            111 S Jackson St, Seattle WA 98104
Telephone Number:       909-929-2739

Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may to liable to Prolaera for certain costs and damages.

21   Indemnification

You will indemnify, defend, and hold harmless Prolaera, our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Prolaera Parties”) from and against any loss, liability, claim, demand, damages, expenses or costs (including attorney’s fees), arising out of or related to (a) your access to or use of our Services; (b) your User Content or Feedback; (c) your violation of these Terms or our Community Guidelines; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with our Services. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Prolaera or the other Prolaera Parties.

22   Disclaimers

We do not control, endorse or take responsibility for any third-party content available on or linked to by our Services, including User Content.

Your use of our Services is at your sole risk. Our Services are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Prolaera does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While Prolaera attempts to make your access to and use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.

23   Limitation of Liability

Prolaera and the other Prolaera Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, special or punitive damages or lost profits, even if Prolaera or the other Prolaera Parties have been advised of the possibility of such damages.

The total liability of Prolaera and the other Prolaera Parties, for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of (i) the amount paid, if any, by you to access or use our Services or (ii) $100.

The limitations set forth in this Section will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Prolaera or the other Prolaera Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

24   Release

To the fullest extent permitted by applicable law, you release Prolaera and the other Prolaera Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

25   Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Prolaera and limits the manner in which you can seek relief from us.

Except for any dispute arising out of or related to a violation of our Community Guidelines or disputes in which either party seeks to bring an individual action in small claims court located in the county of your billing address, if the dispute meets the requirements to be heard in small claims court, or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Prolaera waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, all disputes arising out of or relating to these Terms or our Services will be resolved through confidential binding arbitration held in King County, Washington before and in accordance with the Streamlined Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Services (“JAMS”), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

You and Prolaera agree that any dispute arising out of or related to these Terms or our Services is personal to you and Prolaera and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.

You and Prolaera agree that these Terms affect interstate commerce and that the enforceability of this Section 25 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law.   As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and Prolaera agree that for any arbitration you initiate, you will pay the filing fee and Prolaera will pay the remaining JAMS fees and costs.  For any arbitration initiated by Prolaera, Prolaera will pay all JAMS fees and costs.  You and Prolaera agree that the state or federal courts of the State of Washington and the United States sitting in King County, Washington have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

Any claim you may have arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, your claim is permanently barred, which means that you and Prolaera will not have the right to assert the claim.

You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section by contacting Prolaera via the contact form at https://Prolaera.com/contact. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 26.

26   Governing Law and Venue

These Terms and your access to and use of our Services will be governed by and construed and enforced in accordance with the laws of Washington, without regard to conflict of law rules or principles (whether of Washington or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Washington and the United States, respectively, sitting in King County, Washington.

27   Changes to these Terms

We may make changes to these Terms from time to time. If we do make changes, we will post the amended Terms to our Services and update the “Last Updated” date above. We will also attempt to notify you by sending an email notification to the address associated with your account or providing notice through our Services. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Services after we provide notice will confirm your acceptance of the changes.  If you do not agree to the amended Terms, you must stop using our Services.

28   Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

29   Miscellaneous

These Terms constitute the entire agreement between you and Prolaera relating to your access to and use of our Services. The failure of Prolaera to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.

COMMUNITY GUIDELINES

Prohibited Activities

You agree that you will not violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while accessing or using our Services, as defined in our Terms of Service. You also agree that you will not:

• Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
• Use or attempt to use another user’s account without authorization from that user and Prolaera;
• Use our services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our services or that could damage, disable, overburden or impair the functioning of our services in any manner;
• Reverse engineer any aspect of our services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our services;
• Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our services that you are not authorized to access;
• Develop any third-party applications that interact with our services without our prior written consent, including any scripts designed to scrape or extract data from our services;
• Bypass or ignore instructions contained in the robots.txt file that controls automated access to portions of our services; or
• Use our services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Community Guidelines or our Terms of Service.

Prohibited Content

You may only post or otherwise share content that is non-confidential and you have all necessary rights to disclose. You may not create, post, store or share any content that:

• Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
• Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
• May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
• Contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
• Impersonates, or misrepresents your affiliation with, any person or entity;
• Contains any unsolicited promotions, political campaigning, advertising or solicitations;
• Contains any private or personal information of a third party without such third party’s consent;
• Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
• Is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying our Services, or that may expose Prolaera or others to any harm or liability of any type.