These terms and conditions ("Terms", "Agreement") are an agreement between eLearning Company, Inc. ("eLearning Company", "CLUELABS by eLearning Company", "Cluelabs", "us", "we" or "our") and you ("User", "you" or "your"). This Agreement sets forth the general terms and conditions of your use of the cluelabs.com website and any of its products or services (collectively, "Website" or "Services").

Accounts and Membership

You must be at least 18 years of age to use this Website. By using this Website and by agreeing to this Agreement you warrant and represent that you are at least 18 years of age. If you create an account on the Website, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. Providing false contact information of any kind may result in the termination of your account. You must immediately notify us of any unauthorized uses of your account or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. We may suspend, disable, or delete your account (or any part thereof) if we determine that you have violated any provision of this Agreement or that your conduct or content would tend to damage our reputation and goodwill. If we delete your account for the foregoing reasons, you may not re-register for our Services. We may block your email address and Internet protocol address to prevent further registration.

Accounts in Good Standing

In order to maintain a user account on the Website, the email address associated with the account must be valid, and must accept email communications transmitted by the Website (i.e. transactional emails, service alerts, newsletters, etc.).

If a determination is made that the email address is invalid or no longer accepts communication from the Website (e.g. a message marked as spam, abuse report is filed, etc.), the account associated with this email address will be removed. This will result in removal of all User’s data. The account removal is final and cannot be reversed.

Users who accrue usage fees and fail to pay such fees as required may lose access to any and all services provided by us. Any service disruption and/or limitation, however, does not liberate the user from paying usage fees where applicable.

Service Availability

We do not make any explicit or implicit guarantees regarding the Website uptime and Service availability. The Website may become unavailable at any point of time and the Service may be discontinued at our sole discretion. This includes paid service tiers and custom solutions developed on demand. By using the Service, you agree that we may termite the Service at any time and no refunds will be issued. In the event of Service interruption or discontinuation, we will not be liable for any business interruptions and/or costs you, your clients or associates may incur as a result.

User Content

We do not own any data, information or material ("Content") that you submit on the Website in the course of using the Service. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all submitted Content. We may, but have no obligation to, monitor Content on the Website submitted or created using our Services by you. You grant us permission to access, copy, distribute, store, transmit, reformat, display and edit the Content of your user account as required for the purpose of providing the Services to you, performing research, and developing new products. Without limiting any of those representations or warranties, we have the right, though not the obligation, to, in our own sole discretion, refuse or remove any Content that, in our reasonable opinion, violates any of our policies or is in any way harmful or objectionable.

Using Your Content for Research

When you use our Services, we may collect and store usage data and copies of your published content, information about your computer systems, information about people accessing the content. These collected and stored data may be used for research and new product development. You understand that by using our Services you give us permission to use your data and content for the purposes stated above.

Billing and Payments

You shall pay all fees or charges associated with your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. If auto-renewal is enabled for the Services you have subscribed for, you will be charged automatically in accordance with the term you selected. If, in our judgment, your purchase constitutes a high-risk transaction, we will require you to provide us with a copy of your valid government-issued photo identification, and possibly a copy of a recent bank statement for the credit or debit card used for the purchase. We reserve the right to change products and product pricing at any time. We also reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per organization or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.

Accuracy of Information

Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, availability, promotions and offers. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Website or on any related Service is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information on the Website including, without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Website should be taken to indicate that all information on the Website or on any related Service has been modified or updated.

Backups

We are not responsible for Content residing on the Website. We are also not responsible for the events that occur as a result of a loss of such content. In no event shall we be held liable for any loss of any Content. Notwithstanding the foregoing, on some occasions and in certain circumstances, with absolutely no obligation, we may be able to restore some or all of your data that has been deleted as of a certain date and time when we may have backed up data for our own purposes. We make no guarantee that the data you need will be available.

Links to Other Websites

Although this Website may be linked to other websites, we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked website, unless specifically stated herein. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any businesses or individuals or the content of their websites. We do not assume any responsibility or liability for the actions, products, services, and content of any other third-parties. You should carefully review the legal statements and other conditions of use of any website which you access through a link from this Website. Your linking to any other off-site websites is at your own risk.

Advertisements

During use of the Website, you may enter into correspondence with or participate in promotions of advertisers or sponsors showing their goods or services through the Website. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. We shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party.

Prohibited Uses

In addition to other terms as set forth in the Agreement, you are prohibited from using the Website or its Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to spam, phish, pharm, pretext, spider, crawl, or scrape; (i) for any obscene or immoral purpose; or (j) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses; (k) to enable a third-party to access the content you publish through the website without obtaining their agreement to our Terms of Use and Privacy Policy.

Third Parties Using the Content You Make Available Through This Website

When you enable third-parties to access, view, distribute or modify the content you make available to them through this website, it is your responsibility to obtain their consent to our policies (including privacy, data collection, data storage, data sharing policy, etc). No third-party is allowed to use the content stored on this website without explicitly agreeing to these policies. If you are enabling a third-party to access the website content, it is your responsibility to ensure that they agree to our policies. It is also your responsibility to notify them which of their personal information may be collected, stored, used, and shared. You will be solely responsible for any consequences and events that arise from a third-party’s usage of the website if you were instrumental in enabling such usage.

Intellectual Property Rights

This Agreement does not transfer to you any intellectual property owned by eLearning Company, Inc. or third-parties. All rights, titles, and interests in and to such property will remain solely with eLearning Company, Inc. or the original owner. All technology, trademarks, service marks, graphics and logos used in connection with our Website or Services, are owned by eLearning Company, Inc. or eLearning Company, Inc. licensors. Other trademarks, service marks, graphics and logos used in connection with our Website or Services may be the trademarks of other third-parties. Your use of our Website and Services grants you no right or license to reproduce or otherwise use intellectual property of eLearning Company, Inc. or other third-parties in ways not specified in this Agreement. This includes work performed on demand and for a fee. eLearning Company, Inc. will be the sole owner of such work and may grant you exclusive or non-exclusive use license in accordance with this Agreement.

Disclaimer of Warranty

You agree that your use of our Website or Services is solely at your own risk. You agree that such Service is provided on an "as is" and "as available" basis. We expressly disclaim all warranties of any kind, whether expressed or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services will meet your requirements, or that the Service will be uninterrupted, timely, secure, or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is used at your own discretion and risk, and that you will be solely responsible for any damage to your computer system, data, or equipment, including loss of data that results from you using the Website. We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.

Limitation of Liability

To the fullest extent permitted by applicable law, in no event will eLearning Company, Inc., its affiliates, officers, directors, employees, agents, suppliers or licensors be liable to any person for any direct, indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use or content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if eLearning Company, Inc. has been advised as to the possibility of such damages or could have foreseen such damages. To the maximum extent permitted by applicable law, the aggregate liability of eLearning Company, Inc. and its affiliates, officers, employees, agents, suppliers and licensors, relating to the services will be limited to an amount greater of one dollar or any amounts actually paid in cash by you to eLearning Company, Inc. for the one month period prior to the first event or occurrence giving rise to such liability. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose.

Indemnification

You agree to indemnify and hold eLearning Company, Inc. and its affiliates, directors, officers, employees, and agents harmless from and against any liabilities, losses, damages or costs, including reasonable attorneys' fees, incurred in connection with or arising from any third-party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to your Content, your use of the Website or Services or any willful misconduct on your part.

Severability

All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.

Dispute Resolution

The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of New York, United States without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of United States. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state of New York, United States. By using the Services, you explicitly waive any right to arbitration in any proceeding arising out of or related to this Agreement. In the event of any dispute arising under or in connection with this Agreement, you may attempt to resolve the dispute through mediation. A party shall submit a dispute to mediation by written notice to the other party. The mediation shall be conducted by a single mediator selected by the parties. Any mediator must confirm in writing that he or she is not, and will not become during the term of the mediation, an employee, partner, executive officer, director, or shareholder of either of the parties. The parties shall discuss the dispute in good faith and attempt, with the mediator’s assistance, to reach an amicable resolution of the dispute. The mediation shall be treated as a settlement discussion and shall therefore be confidential and may not be used against either party in any later proceeding relating to the dispute. The mediator may not testify for either party in any later proceeding relating to the dispute. Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses of the mediator. Each party shall treat information received from the other party pursuant to the mediation that is appropriately marked as confidential.

Assignment

You may not assign, resell, sub-license or otherwise transfer or delegate any of your rights or obligations hereunder, in whole or in part, without our prior written consent, which consent shall be at our own sole discretion and without obligation; any such assignment or transfer shall be null and void. We reserve a right to assign any of our rights or obligations hereunder, in whole or in part, to any third-party as part of the sale of all or a substantial amount of company assets or stock, or as part of a merger.

Changes and Amendments

We reserve the right to modify this Agreement or its policies relating to the Website or Services at any time, effective upon posting of an updated version of this Agreement on the Website. When we do, we will revise the updated date at the top of this page. Your continued use of the Website after any such changes shall constitute your consent to such changes.

Acceptance of These Terms

You acknowledge that you have read this Agreement and agree to all its terms and conditions. By using the Website or its Services you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to use or access the Website and its Services.

Contacting Us

If you have any questions about this Agreement, please reach out to us.