Terms of Service

You must be at least eighteen (18) years of age to access or use the Platform. By using the Platform and agreeing to these Terms, you represent and warrant that you are at least eighteen (18) years old and legally capable of entering into binding contracts under applicable law. Access to the Platform is void where prohibited by applicable jurisdiction.

To access most features of the Platform, you must register for a user account. You agree to provide accurate, current, and complete information during the registration process and to keep such information updated at all times. You are solely responsible for safeguarding the confidentiality of your account credentials, including your password, API access tokens, and MCP authentication keys. You agree not to disclose your credentials to any third party and to accept full responsibility for all activities, actions, and charges incurred under your account, whether authorized by you or not.

You must notify us immediately through our contact page upon becoming aware of any unauthorized use of your account or any other breach of security. We will not be liable for any loss, damage, or liability arising from your failure to comply with these security obligations. We reserve the right to suspend or terminate any account that contains false, fraudulent, or outdated contact information.

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Cluelabs provides specialized cloud infrastructure, generative artificial intelligence workflows, data persistence, and authoring integrations engineered for instructional designers, corporate learning and development teams, and course developers. The Platform includes, without limitation:

• Content Studio: Cloud-based authoring environments for transforming raw source materials and learning objectives into structured course storyboards, slide-by-slide outlines, developer specifications, synchronized voiceover narration scripts, timed closed captions (SRT/VTT), AI-generated graphics, sound effects (SFX), and background audio.
• Conversational AI Interactions: Embedded conversational role-plays, interactive branching practice scenarios, virtual mentors, and rubric-based automated learner evaluation modules for integration into elearning courses.
• In-App Copilot: Conversational AI assistance embedded within the authoring interface to assist course creators with slide drafting, media generation, formatting, and project navigation.
• Cloud Data and Behavioral Analytics: Distributed persistence endpoints and tracking tools, including the xAPI Learning Record Store (LRS), User Flow Analytics, Data Cloud variable storage, two-way Google Sheets data synchronization, and automated PDF document generation.
• Bespoke Engineering and Custom Development: Specialized software development services, custom widgets, enterprise LMS integrations, and bespoke simulations delivered under agreed project specifications.

We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely in accordance with these Terms, your active subscription tier, and applicable documentation.

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Subscription Plans

Certain features of the Platform are provided on a recurring subscription basis ("Subscription"). Subscriptions are billed in advance on a recurring monthly or annual billing cycle, depending on the plan selected at the time of purchase. Your Subscription will automatically renew at the end of each billing cycle under the same terms unless you cancel your Subscription through your account settings or we terminate it in accordance with these Terms.

Credit Packages and Auto-Refill

Platform features involving generative artificial intelligence, high-fidelity media synthesis (such as text-to-speech voiceover, image generation, sound effect synthesis, and automated transcription), and advanced data processing consume platform credits ("Credits"). Credits may be included as part of an active monthly subscription allowance or purchased separately as pay-as-you-go credit packages.

If you enable automatic credit purchases ("Auto-Refill") in your billing settings, our billing system will automatically charge your designated payment method to replenish your credit balance whenever it falls below your configured minimum threshold. You may modify or disable Auto-Refill at any time within your account dashboard.

Credits possess no independent monetary value, do not earn interest, and do not constitute personal property. Credits are non-transferable between accounts, cannot be redeemed for cash or currency, and are non-refundable once purchased or allocated. Credits are consumed immediately upon the initiation of a generation task or programmatic request, regardless of whether you ultimately export, publish, or incorporate the resulting asset into an external project.

Payment Processing and Taxes

All payments made on the Platform are processed through our authorized third-party payment processor, Stripe, Inc. By providing payment information, you authorize us and Stripe to charge all applicable fees to your designated payment method. You agree to maintain valid, up-to-date payment details in your billing profile. If an automatic payment fails, we may suspend your access to paid features until payment is successfully processed.

All published fees are exclusive of applicable federal, state, local, or foreign sales, use, value-added (VAT), goods and services (GST), or withholding taxes. You are solely responsible for paying all applicable taxes associated with your purchases, excluding taxes based on our net income.

Fee Modifications and Cancellations

We reserve the right to adjust subscription pricing and credit costs at our discretion. Any price changes affecting existing recurring subscriptions will take effect only upon the commencement of the subsequent billing cycle following at least thirty (30) days' advance notice posted on the Platform or delivered via email.

You may cancel your Subscription at any time through your account management interface. Cancellation will take effect at the conclusion of your current paid billing period, and you will retain access to subscribed features until that date. We do not provide refunds or credits for partial billing periods, unused subscription time, or unconsumed credit balances.

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You agree to use the Platform strictly in compliance with all applicable local, state, national, and international laws, treaties, and regulations. You must not use the Platform for any purpose that is prohibited by these Terms or by applicable law.

Without limiting the generality of the foregoing, you represent, warrant, and covenant that you will not:

• Unlawful Activity: Use the Platform to create, transmit, store, or distribute any content that violates criminal laws, civil rights, privacy laws, intellectual property rights, export control laws, or regulatory mandates.
• Harmful Content: Generate or distribute content that is defamatory, obscene, pornographic, sexually explicit, abusive, harassing, threatening, hateful, discriminatory, or that incites violence or harm against any individual or protected group.
• Malicious Attacks: Upload, transmit, or introduce viruses, trojan horses, worms, ransomware, logic bombs, or any other malicious, harmful, or technologically destructive code into the Platform or any connected network.
• Adversarial AI Manipulation: Engage in prompt injection, jailbreaking, adversarial model manipulation, or unauthorized automated extraction techniques intended to bypass platform safety filters, compromise model guardrails, or expose underlying system prompts, model weights, or system infrastructure.
• Deceptive Impersonation: Generate synthetic voice clones, synthetic likenesses, or deepfake audio/visual assets of real individuals without their express, verifiable, written legal consent, or use generated assets to impersonate any person, entity, or public authority in a misleading or fraudulent manner.
• Unauthorized Data Collection: Scrape, spider, crawl, harvest, or extract data from the Platform through automated means, except through officially documented and authenticated MCP endpoints and APIs operated within authorized rate limits.
• System Interference: Interfere with, disrupt, or place an unreasonable or disproportionately large load on the infrastructure, servers, networks, or operational processes of the Platform.
• Security Circumvention: Probe, scan, or test the vulnerability of the Platform, or breach, bypass, or circumvent any security, encryption, authentication, or access-control mechanism implemented on the Platform.
• Competitive Exploitation: Access or use the Platform, its APIs, or its Generated Outputs to reverse-engineer our software, benchmark platform performance for public disparagement, or build a competing software product, service, or foundation model.

We reserve the right, without obligation, to investigate any suspected violation of this Section and to immediately suspend, restrict, or terminate access to the Platform for any user who violates these provisions, with or without prior notice.

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Authoring Tools and LMS Platforms

The Platform is engineered to integrate with industry-standard authoring software and learning management systems (LMS), including Articulate Storyline, Articulate Rise, Adobe Captivate, and standard SCORM/xAPI compliant environments. All product and company names, trademarks, and registered marks referenced on the Platform belong to their respective holders. Reference to or compatibility with third-party software does not imply any affiliation with, sponsorship by, or endorsement from the owners of such trademarks.

We do not control third-party software applications, browser security policies, local operating systems, or LMS hosting environments. We are not responsible for any incompatibilities, runtime script restrictions, browser sandbox limitations, or operational disruptions arising from software updates, security patches, or architectural modifications implemented by third-party authoring tool vendors or web browser developers.

Upstream Service Providers

Certain cloud features and media generation capabilities rely on upstream infrastructure and AI model providers, including Google Cloud Platform, OpenAI, ElevenLabs, Amazon Web Services, and Stripe. Your use of features dependent on these services is subject to the technical availability, capacity, and acceptable use constraints of these underlying providers. We are not liable for any service interruptions, latency, rate-limiting, or feature modifications originating from upstream third-party service providers.

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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, SERVICES, DOCUMENTATION, AND ALL GENERATED OUTPUTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND DEFECTS, AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

ELEARNING COMPANY, INC., ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, PEDAGOGICAL EFFICACY, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OR REPRESENTATION THAT: (A) THE PLATFORM OR GENERATED OUTPUTS WILL MEET YOUR SPECIFIC TRAINING REQUIREMENTS, LEARNING GOALS, OR COMMERCIAL OBJECTIVES; (B) ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE FACTUALLY CORRECT, RELIABLE, OR FREE FROM HALLUCINATIONS; (D) ANY DEFECTS, BUGS, OR ERRORS IN THE SOFTWARE OR AI OUTPUTS WILL BE CORRECTED; OR (E) THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ANY MATERIAL, SCRIPT, AUDIO FILE, GRAPHIC, OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM IS ACCESSED AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR HARDWARE, COMPUTER SYSTEMS, AUTHORING ENVIRONMENTS, OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

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You agree to defend, indemnify, and hold harmless eLearning Company, Inc., its corporate parent, subsidiaries, affiliates, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, demands, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees and litigation expenses) arising out of or relating to:

• Your access to or use of the Platform, Services, or Generated Outputs;
• Customer Materials or Inputs submitted, uploaded, or transmitted by you or under your account;
• Any breach or alleged breach by you of these Terms, including any violation of our Acceptable Use rules;
• Your violation of any applicable federal, state, local, or international law, statute, ordinance, or regulation;
• Your infringement, misappropriation, or violation of any intellectual property right, privacy right, publicity right, or proprietary right of any third party;
• Any deployment, publication, or commercial distribution of unverified or inaccurate AI-generated training materials, scripts, translations, or media to learners, employees, or clients; or
• Any willful misconduct, gross negligence, or fraudulent act committed by you or any third party acting through your account credentials.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to cooperate fully with us in asserting any available defenses. You agree not to settle any indemnified claim without our prior written consent.

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Governing Law and Venue

This Agreement, and all claims, controversies, or disputes arising out of or relating to this Agreement, your use of the Platform, or any Generated Outputs (whether sounding in contract, tort, statute, or common law), shall be governed by, construed, and enforced in accordance with the laws of the State of New York, United States of America, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

The parties agree that any legal action, suit, or judicial proceeding arising out of or related to this Agreement or the Platform shall be instituted exclusively in the federal or state courts situated in the City of New York, County of New York, State of New York, United States. You and eLearning Company, Inc. irrevocably consent and submit to the exclusive personal jurisdiction of such courts and waive any objection based on improper venue, forum non conveniens, or lack of personal jurisdiction.

Informal Negotiation and Mediation

Before initiating any formal legal proceeding, you and eLearning Company, Inc. agree to make a good faith effort to resolve any dispute, controversy, or claim amicably through informal negotiation. A party seeking resolution must deliver a written notice of dispute describing the nature and basis of the claim and the specific relief sought. The parties will engage in direct discussions for a period of at least thirty (30) days following receipt of the notice.

If the dispute cannot be resolved through informal negotiations within thirty (30) days, either party may request confidential mediation before a mutually agreed neutral mediator in New York, New York (or via secure video conference). The costs and expenses of the mediator will be shared equally by the parties, and each party will bear its own legal and travel expenses. All discussions, offers, and statements made during negotiation and mediation are confidential settlement negotiations inadmissible in any subsequent legal proceeding.

Mutual Class Action and Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND ELEARNING COMPANY, INC. AGREE THAT ANY AND ALL DISPUTES, CLAIMS, OR CONTROVERSIES MUST BE BROUGHT EXCLUSIVELY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLASS REPRESENTATIVE, OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR REPRESENTATIVE PROCEEDING.

THE PARTIES EXPRESSLY AGREE THAT NO PROCEEDING SHALL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF BOTH PARTIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BOTH PARTIES UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM.

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Entire Agreement

These Terms, together with our Privacy Policy, Disclaimer, and any mutually executed commercial enterprise order form or statement of work, constitute the entire, complete, and exclusive agreement between you and eLearning Company, Inc. concerning your use of the Platform, superseding all prior or contemporaneous understandings, proposals, agreements, and communications, whether written or oral.

Severability

If any provision or portion of these Terms is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible so as to effectuate the intent of the parties, and the remaining provisions of these Terms shall continue in full force and effect.

Waiver

No waiver by eLearning Company, Inc. of any term, condition, or breach of this Agreement shall be deemed a further or continuing waiver of such term, condition, or any other breach. Any failure by us to assert or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision.

Assignment

You may not assign, transfer, delegate, or sub-license any of your rights or obligations under this Agreement, by operation of law or otherwise, without our prior written consent. Any attempted assignment or delegation in violation of this Section shall be null and void. We may freely assign, transfer, or delegate our rights and obligations under this Agreement, in whole or in part, without restriction, including in connection with a corporate merger, acquisition, reorganization, or sale of substantial assets.

Force Majeure

Neither party will be liable for any failure or delay in performance under this Agreement (except for payment obligations) resulting from causes beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, utility disruptions, telecommunications failures, cloud hosting outages, cyberattacks, or government restrictions.

Trade Compliance and Export Controls

The Platform, its software, APIs, and associated technology are subject to export control and economic sanctions laws of the United States and other applicable jurisdictions. You represent and warrant that you are not located in, resident in, or organized under the laws of any country or territory subject to comprehensive United States economic sanctions, and that you are not identified on any denied-party or sanctions list maintained by the U.S. Department of the Treasury (OFAC) or the U.S. Department of Commerce. You agree not to access, export, re-export, or transfer the Platform in violation of any applicable trade or export control law.

Modifications to Terms

We reserve the right to revise, update, or modify these Terms at any time in our sole discretion. When modifications are made, we will update the "Last Updated" date at the top of this page and post the revised Terms on the Platform. For material changes that substantially impact your rights or obligations, we will provide reasonable advance notice by displaying a prominent notice within the user dashboard or transmitting an email to the address on file. Your continued access to or use of the Platform after the effective date of the revised Terms constitutes your full acceptance of and agreement to the modified Terms. If you do not agree to the updated Terms, you must terminate your account and discontinue using the Platform.

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