Terms of Service

ISSUE DATE: SEPTEMBER 16, 2025

We get it, legal ‘fine print’ might not be that exciting. But it is important that you read through these Terms of Service as they apply to your use of and access to Learning Leader AI.

Together with the subscription information contained in your Customer Portal and any other documents incorporated by reference, these Terms of Service will constitute a legally binding agreement (the “Agreement”) between you (i.e. the person or entity identified in the Customer Portal as the ‘customer’) and Learning Leader AI Inc. (that’s us!).

ONCE YOU CHECK THE “ACCEPT” BOX, WE’LL ASSUME THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND, IF YOU ARE ACTING ON BEHALF OF A CORPORATION, GOVERNMENT ORGANIZATION, OR OTHER LEGAL ENTITY, YOU ARE AUTHORISED TO BIND THAT ENTITY TO THESE TERMS.

1. DEFINITIONS.

1.1 Definitions. Capitalized words in this Agreement have the following meanings:

“Affiliate” has the meaning given to it in the Canada Business Corporations Act (RSC, 1985, C. C-44).
“AI” means artificial intelligence.
“Anthropic” means Anthropic Ireland Limited, Anthropic PBC and their Affiliates.
“Beta Features” has the meaning set out in Section 7.
“Confidential Information” means non-public, proprietary or confidential information in any form or medium (i.e. oral, written, electronic, or other), including information consisting of, or relating to, technology trade secrets, know-how, business operations, plans, strategies, customers and pricing whether or not marked, designated, or otherwise identified as “confidential”. For the avoidance of doubt, the terms of this Agreement, Customer Data and Learning Leader AI are considered to be Confidential Information.
“Course” means an online educational module or program designed to enhance knowledge, skills or experience related to a specific subject or field, including any instruction, lessons, activities, training, and assessments.
“Customer Data” means all Course Data and Inputs that are Processed, directly or indirectly, by or through Learning Leader AI.
“Customer Portal” means your online customer account which describes your subscription to Learning Leader AI, including your contact details, the licensed Course, Subscription Period, number of Message Interactions, the Fees and any purchased Message Add-Ons.
“Customer Systems” means your learning management system and any other information technology infrastructure used to create, deliver, present, manage and track a Course, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by you or through the use of third-party services.
“Data” means text, images, audio, video, drawings, data, designs, documents, files, applications, instructions, questionnaires, software, or other information, material or content, regardless of form or characteristic.
“Derived Data” has the meaning given in Section 4.4(c).
“Disabling Device” means any software, hardware, or other technology, device, or means (including any back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by us or our designee to disable your or any User’s access to or use of Learning Leader AI.
“Fees” has the meaning set forth in Section 8.1.
“Force Majeure Event” has the meaning set forth in Section 15.8.
“Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, trojan horse, worm, backdoor, malware, or other malicious computer code, the purpose or effect of which is to: (i) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any computer, software, firmware, hardware, system, network (or application or function of any of them) or the security, integrity, confidentiality, or use of any data Processed thereby; or (ii) prevent any access to or use of Learning Leader AI. Harmful Code does not include any Disabling Device.
“Input” means any prompt (or other data or information of any nature) provided, uploaded, or submitted by a User to Learning Leader AI which, in whole or in part, is used or relied upon by Learning Leader AI for Processing and the related generation of Output by a Third Party LLM.
“IP Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Insolvent” means to: (i) cease or threaten to cease carrying on business; (ii) become insolvent or are generally unable to pay, or fail to pay, debts as they become due; (iii) file or have filed against you, a petition for voluntary or involuntary bankruptcy or otherwise become subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) make or seek to make a general assignment for the benefit of your creditors; or (v) apply for or have appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of your property or business.
“Learning Leader AI” means our e-learning assistant, Learning Leader AI, and any associated software, documentation, customer support, maintenance, and training.
“LLM” means a large language model, a type of AI algorithm that uses deep learning techniques and large data sets to understand, summarize, generate and predict new content.
“Losses” mean all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees, disbursements, and charges, and the cost of enforcing any right to indemnification or of pursuing any insurance providers.
“Message Add-Ons” has the meaning set out in Section 8.2.
“Message Interaction” means a unit of measurement for usage of Learning Leader AI comprised of an Input sent by the User to Learning Leader AI and the Output received in response from Learning Leader AI.
“Output” means the output or results arising out of, based on, related to, created by, or received from the Processing of Inputs, Customer Data, or Data otherwise obtained, created, developed, or derived from your (including your Users) use of or access to Learning Leader AI. For the avoidance of doubt, Output does not include Usage Data.
“Person” means an individual, corporation, partnership, unlimited liability company, government authority, unincorporated organization, trust, association, or any other entity.
“Personal Information” means information about an identifiable individual or other definition set out in applicable data protection or privacy laws.
“Personnel” means officers, directors, employees, agents, and independent contractors of any Person.
“Process” (and the terms “Processing” and “Processed”) means to take any action or perform any operation or set of operations that Learning Leader AI is capable of taking or performing on any Data, including to collect, receive, retrieve, upload, download, input, output, record, store, manage, maintain, process, organize, compile, combine, log, catalog, cross-reference, post, display, disseminate, distribute, transmit, submit, share, transfer, disclose, use, copy, reproduce, perform, translate, adapt, modify, alter, erase, block, destroy, make derivative works or improvements, or otherwise provide or make available.
“Sensitive Personal Information” means an individual’s financial information, sexual preferences, medical, or health information protected under any health data protection laws, biometric data (for purposes of uniquely identifying an individual), personal information of children protected under any child data protection laws and any additional types of information included within this term or any similar term (such as “sensitive personal data” or “special categories of personal information”) as used in applicable data protection or privacy laws.
“Subscription Period” has the meaning given in Section 2.1, unless renewed in accordance with Section 2.2.
“Taxes” means any commodity tax, including sales, use, excise, value-added, goods and services tax, harmonized sales tax, provincial sales tax, consumption, or other similar tax, including penalties and interest, imposed, levied, or assessed by any proper authority.
“Third Party LLM” means any third party LLM foundation model used by us to Process Customer Data and generate Output for you and your Users. As at the date of this Agreement, we use Anthropic Claude through Amazon Bedrock as our Third Party LLM.
“Usage Data” has the meaning given in Section 4.4(a).
“Users” means your Personnel and any third parties who access and use Learning Leader AI under the rights granted to you pursuant to this Agreement.

Phew! We know that was a lot of definitions, but hey, lawyers love their fancy words. Now onto the good stuff.

2. ACCESS AND USE OF LEARNING LEADER AI

2.1 Subscription Period. Your Agreement will commence on the start date set out in your Customer Portal and continue for a 12-month period unless cancelled or terminated in accordance with Section 14 (“Subscription Period”).

2.2 Automatic Renewal. Upon expiration of the Subscription Period, this Agreement will automatically renew for successive 12-month periods (“Renewal Term”). It’s like a gym membership, but one you actually want to use! If you don’t want the Agreement to renew, you can end your subscription via the Customer Portal. If we decide not to exercise the renewal option, we will let you know at least 30 days prior to the expiration date.

2.3 Subscription. We will make Learning Leader AI available to you and your Users during the Subscription Period in accordance with this Agreement.

2.4 Licence. Subject to your payment of the Fees (and any Message Add-Ons) and compliance with the terms and conditions of this Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable license for your Users to access and use Learning Leader AI with the Course specified on your Customer Portal for your internal business purposes.

2.5 Feature Revisions. We may change or revise Learning Leader AI’s features and functions at any time, including by removing any features and functions, as long as such changes or revisions do not materially degrade Learning Leader AI. So if it doesn’t spark joy (or utility), it might have to go!

2.6 Support and Updates. We will maintain and support Learning Leader AI during your Subscription Period, including by:

conducting prompt testing and refining Learning Leader AI;
using commercially reasonable efforts to keep Learning Leader AI operational and available;
monitoring Learning Leader AI’s performance and feedback loops for degradation or bias;
investigating and responding to Output issues; and
installing any software updates we deem to be necessary to address errors, bugs, or other performance issues.

3. CUSTOMER SYSTEMS

3.1 Customer Systems. You have, and will retain, sole control over the operation and management of your Customer Systems and are responsible for obtaining and maintaining any Customer Systems needed to connect to, access or otherwise use Learning Leader AI, including any approvals or licenses needed to operate those Customer Systems.

3.2 Compatibility. You are responsible for ensuring that your Customer Systems meet any minimum requirements advised by us and that your Internet connection is suitable for accessing and using Learning Leader AI (pro tip… dial-up internet from 1998 probably won’t cut it). You acknowledge and accept that the performance of Learning Leader AI may be affected by these factors, and we will not be liable for any resulting issues.

3.3 Customer Responsibility. You are responsible for all access to and use of Learning Leader AI directly or indirectly by or through your Customer Systems, with or without your knowledge or consent.

4. DATA PROCESSING

4.1 Customer Data. You are responsible for your Customer Data, including ensuring the accuracy, suitability and currency of that Customer Data. In entering this Agreement, you represent and warrant that:

the Customer Data does not include any Sensitive Personal Information (seriously, keep your social security numbers and medical records out of here – we’re not your diary!);
you own or otherwise have, and will have, all necessary rights, consents and authorizations to provide the Customer Data to us; and
the Customer Data does not and will not infringe, misappropriate, or otherwise violate any IP Rights, or privacy or other rights of any Person or violate any applicable law.

4.2 Authorization. Learning Leader AI uses a Third Party LLM. By accessing or using Learning Leader AI, you authorize and instruct us to Process Customer Data as required to provide Learning Leader AI, including providing your Customer Data to our Third Party LLM.

4.3 Data Processing by Third Party LLMs. By accessing or using Learning Leader AI, you understand, acknowledge, and consent to the following:

Data Transmission and Retrieval. We will transmit Customer Data to our Third Party LLM in order to generate Output and will retrieve Output from that Third Party LLM and provide it to you. All transmitted and retrieved Customer Data will be encrypted in transit according to industry standard encryption protocols.
Compliance with Third Party LLM terms. You are responsible for complying with any usage restrictions imposed by our Third Party LLM.
No AI Model Training. Customer Data that we transmit to our Third Party LLM is not used to train the AI model of that Third Party LLM. We have opted out of (and will opt out of) the model training options for any Third Party LLM we use.

4.4 Internal Data Processing. By accessing or using Learning Leader AI, you understand, acknowledge, and consent to the following:

Usage Data. We may monitor use of Learning Leader AI by you and your Users and collect and compile technical and analytics data and information including User analytics and quantitative usage metrics (e.g. feature interaction statistics and Message Interactions), feedback, and other statistical information (“Usage Data”). Usage Data is used by us for billing and legal compliance purposes, and to improve service delivery and platform performance, including to: (i) compile statistical and performance information related to the provision and operation Learning Leader AI; (ii) enhance service delivery; (iii) analyze feature adoption, usage patterns, and feedback; and (iv) diagnose, troubleshoot, and resolve technical issues affecting Learning Leader AI.
Optimizing Customer Experience. We may process Customer Data to improve the quality of product features available to your Users, including to calibrate our internal systems for User-specific personalization based on the User’s indicated preferences and interactions within Learning Leader AI. We use industry standard de-identification protocols immediately upon data collection and before any Processing occurs. Customer Data used for User personalization remains specific to you and is not used to train or improve services for our other customers.
Derived Data. We may derive anonymous data and statistics from Customer Data (“Derived Data”) and may compile, aggregate, use, and disclose such Derived Data for our legitimate business purposes, provided that no Derived Data will identify (and cannot reasonably be used or reverse-engineered to identify or attribute to) you, your Users, other third parties associated with your Customer Data or disclose your Confidential Information.

5. YOUR OBLIGATIONS

5.1 User Access. You are responsible and liable for Users’ use of Learning Leader AI, including User conduct that would violate the requirements of this Agreement or is otherwise unauthorized.

5.2 Prohibited Processing. You must not, and you must ensure that your Users do not, Process any Customer Data on or through Learning Leader AI that is inappropriate or unacceptable. Seems common sense, but as a reminder prohibited content includes anything that:

may be harmful, hateful, harassing, violent, sexual, shocking, deceptive, or otherwise objectionable;
threatens, incites, promotes, or actively encourages self-harm, violence terrorism, or other serious harm;
promotes child sexual exploitation or abuse;
is unlawful, illegal, fraudulent or prohibited by any applicable law; and
contains Sensitive Personal Information.

Basically, if you wouldn’t want your grandmother to see it or if it would make a lawyer nervous, don’t put it in Learning Leader AI.

5.3 Use Restrictions. Please use Learning Leader AI in a reasonable, responsible and legal manner. You must not, and you must ensure that your Users do not:

access or use Learning Leader AI in any manner that would violate Anthropic’s Usage Policy contained at
https://www.anthropic.com/legal/aup. And yes, we actually require you to click that link and read those terms too (sorry, not sorry);
provide Learning Leader AI passwords or other log-in information to any third party;
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available Learning Leader AI to any third Person, including on or in connection with the Internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
reproduce, copy, display, edit, adapt, alter, enhance, modify, develop, translate, or create derivative works of, Learning Leader AI;
reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive, discover, or gain access to the source code, data representations or underlying algorithms, processes, methods, and any other portion of Learning Leader AI, in whole or in part;
bypass or breach any Disabling Device, security device, or protection used by Learning Leader AI;
damage, destroy, disrupt, disable, impair, interfere with, introduce Harmful Code into, or otherwise impede or harm Learning Leader AI in any manner, or our provision of services or software to any Person, in whole or in part;
violate the security, integrity, or availability of any user, network, computer or communications system, software application, or network or computing device;
engage in web scraping or data scraping on or related to Learning Leader AI, including collection of information through any software that simulates human activity or any bot or web crawler;
remove, delete, alter, or obscure any trademarks, warranties, or disclaimers, or any IP Rights notices on Learning Leader AI;
access or use Learning Leader:
1. to distribute, publish, send, or facilitate the sending of unsolicited mass email or other messages, promotions, advertising, or solicitations (aka spam);
2. in any manner or for any purpose that infringes, misappropriates, or otherwise violates any IP Right or other right of any Person (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any of our other customers), or that violates any applicable law;
3. for purposes of competitive analysis of Learning Leader AI, the development, provision, or use of a competing software service or product, or any other purpose that is to our detriment or commercial disadvantage; or
4. beyond the scope of the authorization granted in this Agreement.

5.4 Indemnification. You agree to indemnify us, our Affiliates and Third Party LLM, and each of our and their respective Personnel, successors, and permitted assigns from and against any and all Losses incurred by such Persons in connection with and arising out of:

a breach of this Agreement by you or your Users; or
third party claims related to infringement or violation of IP Rights, or a privacy or confidentiality breach, by any Customer Data Processed on Learning Leader AI through your account.

6. OUTPUT

6.1 Machine Learning Risks. The Output is intended to provide practical and useful information to your Users based on your Customer Data. But we’re dealing with AI here, not magic. Sometimes it gets things wrong so we wanted to remind you that:

AI and machine learning are rapidly evolving fields of study;
Outputs are:
1. dependent upon on the quality of the Customer Data and reflect access to and use of Learning Leader AI by you and your Users;
2. generated by a Third Party LLM and are not within our control;
3. probabilistic by their nature and may not be unique across Users. Learning Leader AI may generate the same or similar Output for any other Person;
4. factual assertions in Outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading, harmful or not reflective of recent events or information; and
5. use of Learning Leader AI may in some situations result in incorrect Output that contains hallucinations, biased or negative responses or does not accurately reflect real people, places, or facts.

6.2 Responsibility for Output. We do not control, endorse, or accept responsibility for any Output. You acknowledge and agree that you are solely responsible and liable for:

overseeing access to and use of Learning Leader AI by your Users;
reviewing, verifying and validating the accuracy, completeness, appropriateness, or lawfulness of any Output as appropriate for your needs, including by using human review of the Output; and
exercising judgement and discretion before using or relying on any Output.

6.3 Human Oversight. Do not integrate Learning Leader AI into automated decision making without disclosure or human review, nor represent that the Output was human-generated.

7. BETA FEATURES

7.1 Beta Features. The terms in this Section 7 apply to your use of product features, product functionality, or other services that we makes available to you that are not generally made available to all customers and/or are designated as “beta”, “pilot”, “preview”, “early access”, “test”, or any similar designations (collectively, “Beta Features ”).

7.2 Restrictions. Unless we advise you otherwise in writing:

Beta Features offered initially at no charge to you may be subject to additional fees or charges upon the expiration of any free period term set forth in your Customer Portal (or, if there is no stipulated period term in your Customer Portal for such Beta Features, upon 15 days’ notice);
we reserve the right to discontinue or modify our provision of any Beta Features to you at any time, with or without notice;
we will not provide any support or updates for Beta Features.

Your sole and exclusive remedy for any claim related to Beta Features will be to stops using those Beta Features. It’s simple, really.

8. FEES AND PAYMENT

8.1 Fees. We will charge you the subscription fee for each Course specified in your Customer Portal at the commencement of your Subscription Period (the “Fees”) and any Renewal Term. We reserve the right to increase the Fees for each Renewal Term by providing you with at least 30 days’ notice.

8.2 Message Interactions. The Fees include a set number of Message Interactions for each Course. We monitor usage of Message Interactions on an hourly basis, and you can check the status of your Message Interactions in your Customer Portal. We encourage you to keep tabs on Message Interaction usage so you can respond accordingly if your Users’ go rogue.

8.3 Notification of Status. We will use reasonable commercial efforts to let you know when the number of Message Interactions used reaches 80% of your allocated amount and again when your Message Interaction limit has been exhausted. Unused Message Interactions expire at the end of each Subscription Period and do not roll-over to any Renewal Term (i.e. use it or lose it).

8.4 Message Add-Ons. Once all of your Message Interactions are used, access to and use of Learning Leader AI will be suspended in accordance with Section 14.1. Much like what happens if you run out of cell phone data. But you can purchase additional Message Interactions for your Users at any time by contacting us through your Customer Portal (“ Message Add-Ons”).

8.5 Payment. You authorize us, and any applicable third-party payment processor(s), to charge your approved payment method for the Fees and any Message Add-Ons. Payments are non-refundable except as provided in this Agreement.

8.6 Compliance and Billing. Notwithstanding anything to the contrary in the Agreement, we may monitor your use of Learning Leader AI to ensure that you are complying with these terms and for the purpose of managing your account and subscription.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 IP Rights. All right, title, and interest in and to Learning Leader AI, including all IP Rights therein, are and will remain with us. With respect to any Third Party LLM, the applicable third-party provider owns all right, title, and interest, including all IP Rights, in and to that Third Party LLM.

9.2 Reservation of Rights. As a reminder, you have no right, license, or authorization with respect to Learning Leader AI or any Third Party LLM (including any IP Rights therein) except as expressly set forth in Section 2.4. All other rights in and to Learning Leader AI and any Third Party LLM are expressly reserved.

9.3 Rights in Customer Data and Output. You are and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all IP Rights relating thereto. Subject to your compliance with this Agreement, we assign to you all right, title, and interest in and to the Output, including all IP Rights relating thereto, subject to the rights and permissions granted in Section 9.4.

9.4 Consent to Use. You grant to us (including our Third Party LLM and their Affiliates and Personnel) all such rights and permissions in or relating to Customer Data and the Output as are necessary to provide Learning Leader AI, and to exercise our rights and perform our obligations under this Agreement, comply with applicable laws, and enforce our policies or terms.

9.5 Rights in Usage Data and Derived Data. We will be the sole and exclusive owner of all right, title, and interest in and to all Usage Data and Derived Data, including all IP Rights relating thereto. To the extent required by law, you unconditionally and irrevocably grant to us an assignment of all right, title, and interest in and to the Usage Data and Derived Data, including all IP Rights relating thereto.

9.6 Feedback. Got ideas to make us better? Great! But know that by submitting any ideas, suggestions, or proposals related to the improvement of Learning Leader AI, or support requests or bug crash reports for Learning Leader AI (“Feedback”), you grant us a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable, and transferable license to copy, reproduce, modify, adapt, translate, disclose, distribute, publish, develop, and make derivative works of that Feedback for our business purposes. We may use, profit from or otherwise exploit Feedback, without compensating or crediting you.

10. DATA SECURITY

10.1 Information Security Obligations. We will use commercially reasonable security measures to protect Learning Leader AI in accordance with our security policies as amended from time to time. We are not responsible for circumvention of any privacy settings or security measures contained on Learning Leader AI by any unauthorized third Person.

10.2 Access and Security. You acknowledge that no Internet transmission is ever fully secure or error free. You agree to use physical, administrative, and technical controls, security procedures and other safeguards necessary to: (a) protect against any unauthorized access to, or use of, Learning Leader AI; and (b) control the content and use of Customer Data and Output, including the uploading or other provision of Customer Data for Processing by Learning Leader AI.

10.3 Unauthorized Access. You must: (a) notify us immediately of any unauthorized use of Learning Leader AI or any other known or suspected vulnerability or breach of security; and (b) take all reasonable and lawful measures to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to Learning Leader AI or permanently deleting from Customer Systems any Data obtained as a result of any unauthorized access).

11. CONFIDENTIALITY AND PRIVACY

11.1 Confidential Information. During the Subscription Period, either of us may disclose or make available Confidential Information to the other. We each agree to:

protect and safeguard the confidentiality of that Confidential Information with at least the same degree of care as we would use to protect our own Confidential Information, but in no event with less than a commercially reasonable degree of care;
not use or disclose any Confidential Information we receive, or permit it to be used or disclosed, for any purpose other than to exercise our respective rights and obligations under this Agreement; and
provide prior notice if we are required to disclosure that Confidential Information in order to comply with an order of a court or other governmental body, or as otherwise necessary to comply with applicable law.

11.2 Exclusions. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the recipient of the Confidential Information; (b) is or becomes available to the recipient on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing that Confidential Information; (c) was in recipient’s possession prior to disclosure hereunder; or (d) was or is independently developed by the recipient without using that Confidential Information.

11.3 Privacy Policy. We will handle any Personal Information contained in Customer Data in accordance with our privacy policy as amended from time to time. A current copy of our privacy policy can be found at https: [insert]. Personal Information Processed by Anthropic is subject to the terms of Anthropic’s Data Processing Addendum, a current copy of which is located at https://www.anthropic.com/legal/data-processing-addendum.

11.4 Marketing and Promotion. Unless you advise us otherwise in writing, you agree that we may use your name and logo in our marketing and promotional activities, including being posted on our website, social media, and marketing and advertising materials. You agree to consider in good faith any request by us or our Third Party LLM to: (a) provide a quote regarding your motivation for using Learning Leader AI that we may use publicly; and (b) participate in a public co-marketing activity.

12. DISCLAIMER OF CONDITIONS AND WARRANTIES

[We apologize in advance; things are about to get shouty.]

12.1 NO WARRANTIES. LEARNING LEADER AI, INCLUDING ANY THIRD PARTY LLM, IS PROVIDED “AS IS”. WE DISCLAIM ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT, INCLUDING ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, SATISFACTORY QUALITY, AND QUIET ENJOYMENT AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE ABOVE, WE MAKE NO CONDITION OR WARRANTY OF ANY KIND THAT LEARNING LEADER AI, OR ANY OUTPUT OR RESULTS OF THE USE THEREOF, WILL: (A) BE SATISFACTORY TO YOU OR MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS; (B) BE ACCURATE, RELEVANT OR COMPLETE; (C) OPERATE WITHOUT INTERRUPTION OR BE GENERALLY AVAILABLE, TIMELY, SECURE, ERROR FREE OR FREE OF HARMFUL CODE; (D) ACHIEVE ANY INTENDED RESULT; OR (E) BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES. REFERENCES TO A THIRD PARTY IN ANY OUTPUTS DOES NOT MEAN WE ENDORSE OR ARE OTHERWISE WORKING WITH THAT THIRD PARTY.

12.2 DISCLAIMER. WE SPECIFICALLY DISCLAIM ALL LIABILITY FOR ANY LOSSES RESULTING FROM YOUR ACCESS TO OR USE OF LEARNING LEADER AI. YOU USE AND ACCESS LEARNING LEADER AI AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY LOSSES OR CORRUPTION TO YOUR CUSTOMER SYSTEM THAT RESULTS FROM THE USE OF AND ACCESS TO LEARNING LEADER AI. WE HAVE NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA OR ANY OUTPUT.

12.3 USE OF OUTPUT. WE ASSUME NO LIABILITY WHATSOEVER FOR ANY LOSSES SUFFERED OR INCURRED BY YOU OR ANY OTHER PERSON ARISING OUT OF OR OTHERWISE RELATING TO ANY OUTPUT OR USE THEREOF. YOU USE THE OUTPUT AT YOUR OWN RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY USE OF, RELIANCE ON, RESULTS OBTAINED OR CONCLUSIONS DRAWN FROM, AND DECISIONS, ACTS OR OMISSIONS BASED ON THE OUTPUT AND ACCESS TO OR USE OF LEARNING LEADER AI BY YOU, YOUR USERS AND ANY OTHER PERSON.

13. LIMITATIONS OF LIABILITY

13.1 SERVICE DOWNTIME. LEARNING LEADER AI MAY BE UNAVAILABLE TO YOU FROM TIME TO TIME DUE TO SERVICE BUGS, OUTAGES, FAILURE, INTERRUPTION, OR OTHER PROBLEMS WITH ANY SOFTWARE, HARDWARE, SYSTEM, NETWORK, FACILITY, OR OTHER MATTER SUPPLIED BY US OR THIRD PARTIES, SCHEDULED DOWNTIME, DISABLING, SUSPENSION OR TERMINATION OF YOUR ACCESS TO LEARNING LEADER AI, YOUR FAILURE TO COMPLY WITH THE AGREEMENT, OR FORCE MAJEUR EVENT. WE HAVE NO OBLIGATION OR LIABILITY TO YOU, YOUR USERS OR ANY THIRD PARTY FOR ANY LOSSES RELATED TO SERVICE UNAVAILABILITY.

13.2 EXCLUSION OF DAMAGES. IN NO EVENT WILL WE BE LIABLE FOR ANY LOSS OF DATA, USE, BUSINESS, REVENUE, OR PROFIT, NOR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AGGRAVATED, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT.

13.3 CAP ON MONETARY LIABILITY. OUR AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, IS LIMITED TO THE GREATER OF: (A) ONE HUNDRED CANADIAN DOLLARS ($100.00); OR (B) THE AGGREGATE AMOUNT OF THE FEES YOU HAVE PAID FOR THE RELEVANT COURSE DURING THE TWELVE-MONTH PERIOD PRECEEDING THE EVENT GIVING RISE TO THE LIABILITY.

13.4 SOLE REMEDY. THIS AGREEMENT SETS FORTH OUR ENTIRE LIABILITY AS WELL AS YOUR EXCLUSIVE REMEDY WITH RESPECT TO ACCESS AND USE OF LEARNING LEADER AI. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 13 (LIMITATIONS OF LIABILITY) APPLY TO THE BENEFIT OF OUR AFFILIATES, THIRD PARTY LLM, AND ANY OF OUR RESPECTIVE PERSONNEL AS WELL AS TO ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EVEN IF: (A) WE WERE ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION, AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; (B) A REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE; OR (C) WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF DAMAGES.

13.5 RELIANCE. YOU UNDERSTAND AND AGREE THAT WE HAVE BASED OUR PRICING ON, AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON, THE TERMS OF THIS SECTION 13 AND THOSE TERMS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US.

14. SUSPENSION AND TERMINATION

14.1 Suspension. We will temporarily suspend access to and use of Learning Leader AI when your Users have reached the Message Interaction limit set out in your Customer Portal. You may reactivate Learning Leader AI by purchasing additional Message Add-Ons in accordance with Section 8.2.

14.2 Termination of Learning Leader AI by You. You may terminate this Agreement with immediate effect if we breach a material provision of this Agreement and do not remediate that breach within 30 days of receipt of written notice from you advising of the breach. Termination by you does not relieve you of any obligation to pay for any outstanding Fees or Message Add-Ons.

14.3 Suspension and Cancellation By Us. We may suspend or cancel your subscription and/or your right to use Learning Leader AI in whole or in part where:

we are required to do so by law (including where we receive a court or governmental order that expressly or by reasonable implication requires us to do so);
we elect to discontinue Learning Leader AI; or
arrangements with our Third Party LLM are suspended, cancelled, or terminated for any reason.

We will make reasonable efforts to notify you in accordance with Section 15.4 at least 30 days prior to any suspension or cancellation.

14.4 Event of Default. It shouldn’t come as a surprise that if you do certain things, it could get awkward between us. For example, we will consider that an event of default has occurred under the Agreement (“Event of Default”) if you or your Users:

breach any provision of this Agreement or any Third Party LLM terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with this Agreement or any Third Party LLM terms);
fail to pay any outstanding Fees or Message Add-Ons in a timely manner;
access or use Learning Leader AI in any manner that:
1. poses a security risk to us or any other Person;
2. could adversely impact our systems or Learning Leader AI;
3. could subject us, our Affiliates or any third party to liability.
become Insolvent;
physically, verbally, digitally, or through other means abuse, threaten, bully, or harass us or any of our Personnel (especially Ken, because he’s extra special to us); or
have repeatedly made complaints in bad faith or without a reasonable basis and continue to do so after we have asked you to stop.

14.5 Remedies. Without prejudice to any other rights that we may have under the Agreement or at law, if and when an Event of Default occurs we may take any or all of the following actions without prior notice:

issue a warning to you;
temporarily suspend your account and/or access to Learning Leader AI;
remove, on a temporary or permanent basis, any Customer Data or Output that has been or is intended to be Processed on or through Learning Leader AI;
use a Disabling Device or any other lawful means to restrict or otherwise deny access to, or use of, all or any part of Learning Leader AI by you, any User, or any other Person;
terminate this Agreement;
take legal action or issue legal proceedings against you, including applying for an injunctive remedy (or an equivalent type of urgent legal relief) in any jurisdiction; or
disclose such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

14.6 No Limitation. We expressly disclaim all liability for any actions we may take in response to a breach of the Agreement or other Event of Default by you. Our rights and remedies are not limited to those described above, and we may take any other action we reasonably deem appropriate.

14.7 Effects of Expiration or Termination. Upon expiration or termination of this Agreement for any reason, you must cease all access to and use of Learning Leader AI immediately.

14.8 Survival. This Section 14.8, as well as Sections 3.3 (Customer Responsibility), 5.1 (User Access), 5.3 (Use Restrictions), 5.4 (Indemnification), 6 (Output), 9 (Intellectual Property Rights), 10 (Data Security), 11 (Confidentiality and Privacy), 12 (Disclaimer of Conditions and Warranties), 13 (Limitation of Liability), 14.5 (Remedies), 14.6 (No Limitation), 14.7 (Effects of Expiration or Termination), 15.4 (Notices), 15.8 (Governing Law), and 15.10 (Choice of Forum) and any right or obligation which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

15. MISCELLANEOUS

15.1 Interpretation. For purposes of this Agreement: (a) headings are for reference only and will not affect the interpretation of this Agreement; (b) the words “include”, “includes”, and “including” are deemed to be followed by the words “without limitation”; (c) the word “or” is not exclusive; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) unless otherwise stated, all dollar amounts referred to in this Agreement are stated in Canadian currency. This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the Person drafting an instrument or causing any instrument to be drafted.

15.2 Entire Agreement. This Agreement, together with any other documents incorporated by reference, constitutes the sole and entire agreement between us. Any prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to Learning Leader AI no longer apply.

15.3 Updates to Agreement. We may change these Terms of Service from time to time and will note the date they were last revised at the top of the page. Where we make a material change that affects your rights or obligations, we will notify you in accordance with Section 15.4. Unless otherwise noted, any amended Terms of Service will take effect immediately, and your continued use of Learning Leader AI will confirm your acceptance of the changes. If you do not agree to the amended Terms of Service, please stop using Learning Leader AI and let us know.

15.4 Notices. We may email notices pursuant to this Agreement to the email contact point specified in your Customer Portal, and such notices will be deemed received 24 hours after they are sent. You may email notices pursuant to this Agreement to inquiries@learningleaderai.com, and such notices will be deemed received 24 hours after they are sent.

15.5 Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between us. Neither of us have authority to contract for or bind the other Party in any manner whatsoever.

15.6 Assignment. You must not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance, under this Agreement, without our prior written consent.

15.7 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

15.8 Force Majeure. No delay, failure, or default (other than a failure to pay the Fees or any Message Add-Ons when due), will constitute a breach of this Agreement to the extent caused by reasons or factors beyond the performing Person’s reasonable control, including acts of war, terrorism, hurricanes, earthquakes, epidemics, other acts of God or of nature, strikes or other labour disputes, riots or other acts of civil disorder, embargoes, and government orders (“Force Majeure.”).

15.9 Governing Law. This Agreement and all matters arising out of or relating to this Agreement will be governed by and construed in accordance with the laws of the province of Nova Scotia and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule.

15.10 Choice of Forum. We hope that we can both play nice, so no one gets sued. But just in case, we agree that any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, will be instituted in the courts of the Province of Nova Scotia and we each agree to submit to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding.