Services Agreement
 

Terms of Service

THESE TERMS CREATE A BINDING CONTRACT.

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Please read these Terms of Service ("Terms") carefully because they form a contract between you and Yam Education, Inc., our partners, employees, officers, directors, sponsors and affiliated companies (“we” and “us”).

We provide community colleges, non-profit organizations and companies (“Providers”) the ability to create custom learning portals for corporate training, diplomas, certificates and an associate degree track. We contract with Providers to license learning courses to individuals through our software, website, offline learning, mobile app, and other related services (“Services”).

By using the Services you agree to be bound by these Terms. If you are using the Services on
behalf of an organization, you are agreeing to these Terms for that organization and promising
that you have the authority to bind that organization to these terms. If you are using the Services
to deliver access to content owned by a third-party, you represent that you have the right to make
the access available. If you are agreeing on behalf of an organization, “you” and “your” will refer
to that organization. Individuals must be at least 18 years of age to create an account with us and
use the Services. If you are younger than 18, but above the required age of consent to use online
services where you live (In the United States, over the age of 13), you may not set up an account,
but we encourage you to invite a parent or guardian to open an account and help you access
content that is appropriate for you. If you are below this age of consent to use online services,
you may not create an account. By agreeing to these Terms, you are representing to us that you
are over 13 years old.

You may use the Services only in compliance with these Terms and only if you have the power
to form a contract with us and are not barred under any applicable laws from doing so. We also
provide details regarding our processing of personal data individuals in our Privacy Policy

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS,

YOU MUST NOT USE THE SERVICE.

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1. FEES
We charge fees for using our Services. All Buyers and Sellers agree to pay our fees. We reserve the right in our sole discretion to change Fees at any time as we deem appropriate.

2. CHANGES IN SERVICE
We may modify these terms or any additional terms that apply to the Service. You should look at
the terms regularly. If you do not agree to the modified terms for a Service, you should
discontinue your use of that Service.

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3. ACCESS TO THE SERVICES
Only you may use the Services. You must keep your account and passwords confidential and not
authorize any third party to access or use the Service on your behalf. It is your responsibility to
contact us immediately if your account is hacked, compromised or otherwise misused. You are
responsible for all activities that take place with your account. We will not be liable for any loss
or damage arising from any unauthorized use of your accounts.
If a third party such as an employer gave you your account, that party has rights to your account
and may: manage your account, reset your password, or suspend or cancel your account; view
your account's usage and profile data, including how and when your account is used; and read or
store content in your account.

If you, individually, enroll in a course or other content, you are getting a license from Yam
Education to view the content via our platform and Services, and Yam Education is the licensor
of record. Content is licensed, and not sold to you. This license does not give you any right to
resell the content in any manner (including by sharing account information with a purchaser, or

non-purchaser, or sharing the content with others). Individually, you receive a limited, non-
exclusive, non-transferable license to access and view the content for which you have paid all

required fees, solely for your personal, non-commercial, educational purposes through the
Services, in accordance with these terms and any conditions or restrictions associated with the
particular content or feature of our Services. All other uses are expressly prohibited. You may
not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit,
create derivative works of, sublicense, or otherwise transfer or use any content unless we give
you explicit permission to do so in a written agreement signed by a Yam Education authorized
representative. This also applies to content that you can download and access offline.

4. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION.
By registering with us, you understand that we may send you communications or data regarding
the Services, including but not limited to (a) notices about your use of the Services, and (b)
promotional information and materials regarding our products and services, via electronic mail.
We give you the opportunity to opt-out of receiving such non-mandatory electronic mail from us
by following the opt-out instructions provided in the message.
We may also send you, in electronic form, mandatory notices about the Service and information
the law requires us to provide. We may provide mandatory or required information to you by
email at the address you specified when you signed up for the Service. Mandatory or required
notices emailed to you will be deemed given and received when the email is sent. You cannot
opt-out of receiving mandatory or required notices. If you don't consent to receive mandatory or
required notices electronically, you must stop using the Service.

5. PAYMENTS AND REFUNDS
Payments or refunds are not received nor issued directly with, or through, Yam Education. You
will be directed to a third-party website for processing any payments. All payments are
processed through Stripe, Inc., or Flutterwave. Therefore, you will be subject to the terms and

conditions and privacy policy with the respective site. For more information regarding the terms
and conditions and privacy policy for Stripe, Inc., please click here. And for Flutterwave, please
click here. You authorize Stripe, Inc. or Flutterwave to charge you for the Service using your
payment method and for any paid feature of the Service that you choose to sign up for or use
while these Terms are in force. Stripe, Inc. or Flutterwave may initiate payments (a) in advance;
(b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for subscription
Services.

6. SUSPENSION AND TERMINATION OF USE
You may stop using the Service at any time. We reserve the right to suspend or terminate your
access to the Service at any time, in our sole discretion, with or without cause, and with or
without notice, without incurring liability of any kind. For example, we may suspend or
terminate your access to or use of the Service for: (a) the actual or suspected violation of these
Terms; (b) the use of the Services in a manner that may cause us to have legal liability or disrupt
others' use of the Services; (c) scheduled downtime and recurring downtime; or (d) unplanned
technical problems and outages.

We, at our discretion, may terminate your account if: (a) you do not engage in any activity in
your account within thirty (30) days after becoming a registered user, or (b) you do not engage in
any activity in your account for any period of one-hundred and twenty (120) consecutive days.

7. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
THE SERVICES ARE PROVIDED “AS IS”, AT YOUR OWN RISK, WITHOUT EXPRESS
OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NON-INFRINGEMENT.
WE ARE NOT RESPONSIBLE FOR ANY CONTENT THAT YOU STREAM OR
DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE USE OF THE SERVICES OR
FOR ANY DAMAGE OR LOSS OF DATA THAT MAY RESULT. WE DO NOT
WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY
THIRD-PARTY APPLICATION OR SERVICE THAT PROVIDES ACCESS TO CONTENT
MADE AVAILABLE THROUGH OUR SERVICES.
WE FURTHER DISCLAIM ANY WARRANTY THAT CONTENT WILL BE DELIVERED
FREE OF TECHNICAL FAILURE OR DEFECT OR THAT WE WILL MONITOR OR
MANAGE ANY RIGHTS ASSOCIATED WITH ANY CONTENT.
IN NO EVENT SHALL WE OR OUR PARTNERS BE LIABLE FOR ANY GENERAL,
DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL
DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT,
INCLUDING BUT NOT LIMITED TO ANY LOSS OF OPPORTUNITY, BUSINESS,
PROFIT, REVENUE OR ROYALTIES, HOWEVER CAUSED AND WHETHER ARISING
UNDER CONTRACT, TORT, NEGLIGENCE, INFRINGEMENT OR OTHER THEORY OF

LIABILITY, EVEN IF WE OR OUR PARTNERS HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE.

8. CHOICE OF LAW, JURISDICTION AND VENUE, AND LIMITATIONS
This Agreement and the validity thereof shall be governed by and construed in accordance with
the substantive laws of the state of Delaware, USA, excluding its conflicts of laws principles.
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall
be finally settled by arbitration administered by the American Arbitration Association in
accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. The seat of arbitration shall
be the city of Madison, Wisconsin USA.

9. ENTIRE AGREEMENT
These Terms (including the Privacy Policy) constitute the entire and exclusive agreement
between you and us with respect to the Service, and supersede and replace any other agreements,
terms and conditions applicable to the Service. These Terms create no third-party beneficiary
rights. Our failure to enforce a provision is not a waiver of our right to do so later.

10. SEVERABILITY
If a provision of the Terms is found unenforceable, the remaining provisions of the Terms will
remain in full effect and an enforceable term will be substituted reflecting our intent as closely as
possible.

11. RELEASE AND COVENANT NOT TO SUE
To the fullest extent permitted by law, you release and covenant not to us, our partners, our
affiliated companies, and our and their respective officers, directors, agents, joint venturers,
employees, legal representatives, and suppliers from any and all claims, demands and damages
(actual and consequential) of every kind and nature, known and unknown, suspected and
unsuspected, disclosed and undisclosed, arising out of or in any way connected with disputes
between you and an event organizer. In entering into this release you expressly waive any
protections (whether statutory or) 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.

12. INDEMNIFICATION
You agree to indemnify us hold our subsidiaries, affiliates and their respective officers, directors,
attorneys, agents, employees, licensors and suppliers (the “Indemnitees”) harmless against any
claim or demand and all liabilities, costs and expenses (including reasonable attorneys' fees)
incurred by us and (if applicable) any Indemnitee resulting from or arising out of your violation
of any law, breach of any representation or warranty in this agreement, or infringement of the
rights of a third party, including intellectual property rights.

13. INTELLECTUAL PROPERTY

All trademarks, copyrights, software, content, know-how, proprietary technology and
information, goodwill and other intellectual property created, developed or licensed by us is ours
and the exclusive intellectual property of our Providers. Nothing herein shall create any
assignment or license of our intellectual property to you or any third-party.