Terms & Conditions

These Terms of Service (the “Terms”) are a binding agreement between you and LastingLearn Inc., a Delaware corporation (“Company,” “we,” “us,” or “our”). By accessing or using our Service (defined below), you agree to these Terms. If you use the Service on behalf of an organization, you represent that you are authorized to bind that organization, and “you” includes that organization.

1. DEFINITIONS
   • “Service” — The LastingLearn software-as-a-service platform and all associated websites, mobile/desktop apps, APIs, integrations, plugins, and third‑party tools we make available or authorize.
   • “Content” — All text, graphics, video, audio, datasets, code, and AI Output available through the Service.
   • “AI Output” — Any content generated by the Service’s artificial‑intelligence features in response to your prompts or data.
   • “User Content” — Content you or your organization uploads or submits to the Service, excluding Student Content.
   • “Student Content” — User Content submitted by, created by, or about students as managed by an educational institution through the Service.
   • “Documentation” — Usage guidelines, rate‑limit tables, and technical specifications we publish.
   • “AUP” — Our Acceptable Use Policy incorporated by reference.
   
2. ELIGIBILITY, ACCOUNTS & SECURITY
   • Minimum Age. You must be at least 13 years old (or the minimum digital‑consent age in your jurisdiction) to create an account.
   • Under‑18s. Users under 18 must obtain verifiable parental/guardian consent where required by law. Accounts lacking required consent may be suspended or deleted.
   • Accurate Information. You will provide accurate registration information and keep it up to date. Material inaccuracies are a breach and may result in suspension or termination.
   • Account Security. You are responsible for safeguarding credentials and promptly notifying us of unauthorized use or security incidents.
   
3. THE SERVICE; BETA FEATURES
   The Service offers AI‑assisted tutoring, study planning, flash‑card generation, educator dashboards, analytics, and related educational features. Features labeled “beta,” “preview,” or “experimental” are provided as‑is, may be modified or discontinued, and may have reduced or different support, security, or retention commitments.
   
4. LICENSE & ACCEPTABLE USE
   • License. Subject to these Terms, we grant you a limited, non‑exclusive, non‑transferable license to access and use the Service for your personal or institutional educational purposes.
   • Institutional Redistribution. Institutions may internally share AI Output for educational purposes, subject to these Terms. External republication requires our prior written permission unless otherwise authorized by applicable license terms.
   • Usage Caps. Rate/concurrency and similar limits may apply as described in the Documentation. Circumventing limits (including account splitting) is prohibited.
   • Prohibited Conduct. You will not: (a) reverse engineer, decompile, or attempt to access source code (except as permitted by law); (b) scrape or harvest data in violation of these Terms; (c) upload unlawful or infringing content; (d) violate academic‑integrity policies; (e) perform or facilitate denial‑of‑service, penetration tests, or security bypasses without written authorization; (f) use the Service to develop a competing product; or (g) use automation to exceed assigned API limits.
   • High‑Risk Activities. The Service is not designed for use in life‑support, emergency services, air traffic control, nuclear facilities, autonomous vehicles, or other high‑risk contexts where failure could lead to death, personal injury, or severe damage. Do not use the Service for any such purpose.
   • AUP. The AUP is incorporated; violations may result in suspension or termination.
   
5. USER CONTENT, STUDENT CONTENT & FEEDBACK
   • Ownership. As between you and us, you retain all rights in your User Content and Student Content.
   • License to Company. You grant us a worldwide, royalty‑free license to host, process, transmit, and display User Content and Student Content solely to provide and improve the Service, perform support, ensure security, comply with law, and as otherwise permitted in these Terms. This license ends when content is deleted from active systems or your account closes, except that we may retain backups for a limited time and keep de‑identified or aggregated data.
   • Educational Institutions. Where an Institution engages us, we act as the Institution’s processor/service provider for Student Content and will process Student Content only on documented instructions and in accordance with applicable law and written agreements.
   • Feedback. We may use and incorporate any suggestions without restriction or compensation.
   
6. AI OUTPUT: RIGHTS & RESPONSIBILITIES
   • Output Rights. As between you and us and to the extent permitted by law, you own your AI Output; we grant you the rights needed to use it. Output may be similar to content generated for others.
   • Human Oversight. AI Output may be inaccurate, incomplete, or biased and does not constitute professional, medical, legal, or financial advice. You are responsible for evaluating and verifying Output and for complying with academic‑integrity and plagiarism rules.
   • Training & Improvements. We do not use Student Content to train models except as permitted by written agreement with the Institution. We may use de‑identified usage data to operate and improve the Service.
   
7. PRIVACY & DATA PROTECTION
   • Roles. We are a controller for registration, billing, support, and product‑analytics data, and a processor/service provider for Student Content provided by Institutions.
   • GDPR/SCCs & DPA. Where the GDPR or similar laws apply, our Data Protection Addendum (DPA) and Standard Contractual Clauses govern cross‑border transfers.
   • FERPA. For Institutional use, we act as a “School Official” with a legitimate educational interest when engaged under an agreement with the Institution and subject to its control.
   • COPPA. We do not knowingly collect personal information from children under 13 without verifiable parental consent or a school’s authorization consistent with the COPPA Rule (including 2025 amendments).
   • CCPA/CPRA. We act as a “service provider” and do not “sell” or “share” personal information as defined by California law.
   • Security. We maintain administrative, technical, and physical safeguards appropriate to the risk; we will notify you of data incidents as required by law.
   • Privacy Notice. Our Privacy Notice provides more detail and is incorporated by reference.
   
8. FEES, RENEWALS, TRIALS & TAXES
   • Billing. Subscriptions are billed in advance per the plan (monthly or annually) and auto‑renew for the same term unless canceled before the end of the then‑current term.
   • Trials. Unless canceled before a trial ends, access converts to a paid plan and the first charge occurs at the start of the next term.
   • Refunds. Except where required by law (e.g., EU 14‑day consumer withdrawal rights), fees are non‑refundable.
   • Taxes. Prices exclude taxes; you are responsible for applicable taxes except those based on our net income.
   
9. SUSPENSION & TERMINATION
   • Immediate Suspension/Termination. We may suspend or terminate immediately for severe misconduct, unlawful activity, export‑control/sanctions issues, or court/authority orders.
   • Notice & Cure. For other breaches (e.g., overdue fees, minor AUP violations, inaccurate information), we may suspend or terminate after notice and a 7‑day cure period.
   • Data Export. Except in cases of severe misconduct or legal prohibition, you have 14 days after termination to export your data from available self‑service tools.
   
10. INTELLECTUAL PROPERTY; DMCA
    • Our IP. The Service, underlying software/models, and our trademarks are our or our licensors’ exclusive property. No rights are granted except as expressly stated.
    • DMCA. If you believe content infringes your copyright, send a notice to our designated agent (legal@lastinglearn.com) with the information required by 17 U.S.C. §512(c)(3). We will respond in accordance with the DMCA, including removing content and, where appropriate, terminating repeat infringers. Counter‑notices must include the information required by §512(g).
    
11. PROVIDER IP INDEMNITY (INDUSTRY‑STANDARD)
    We will defend you against third‑party claims alleging that your authorized use of the Service directly infringes or misappropriates a U.S. copyright, trademark, or trade secret (“IP Claim”), and will pay damages and costs finally awarded (or agreed in settlement) attributable to the IP Claim. If the Service is enjoined, we may (at our option): (a) procure the right for you to continue using it; (b) modify or replace the Service so it is non‑infringing with materially equivalent functionality; or (c) terminate the affected features and refund prepaid fees for the unused remainder of the term. Our obligations do not apply to claims arising from: (i) combinations with items not provided by us; (ii) use contrary to the Documentation; (iii) modifications not made by us; or (iv) use of outdated or unsupported versions after we made a non‑infringing update available.
    
12. YOUR INDEMNITY
    You will defend, indemnify, and hold us harmless from third‑party claims and costs (including reasonable attorneys’ fees) arising from: (a) your User Content or Student Content; (b) your violation of law or the AUP; or (c) your use of the Service in violation of these Terms. We will promptly notify you and reasonably cooperate at your expense; you control the defense, subject to our approval of any settlement requiring admission or payment by us.
    
13. DISCLAIMERS
    THE SERVICE (INCLUDING ANY BETA/EXPERIMENTAL FEATURES AND AI OUTPUT) IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR‑FREE OR UNINTERRUPTED.
    
14. LIMITATION OF LIABILITY (INDUSTRY‑STANDARD)
    • Cap. EXCEPT FOR UNCAPPED CLAIMS BELOW, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) USD $100 OR (B) THE AMOUNTS PAID BY YOU TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
    • Exclusion of Certain Damages. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR COVER DAMAGES, OR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
    • Uncapped/Excluded from Cap. The foregoing limitations do not apply to: (i) each party’s indemnification obligations; (ii) either party’s infringement or misappropriation of the other’s IP; (iii) breach of confidentiality; or (iv) liabilities that cannot be limited by law.
    
15. GOVERNING LAW; DISPUTE RESOLUTION
    • Governing Law. Delaware law governs these Terms, without regard to conflict‑of‑laws rules; the Federal Arbitration Act governs the interpretation and enforcement of the arbitration agreement below.
    • Binding Arbitration; Small‑Claims Carve‑Out. Except for small‑claims matters and claims for injunctive relief, any dispute will be resolved by binding, individual arbitration administered by the American Arbitration Association (AAA) under its applicable rules. Arbitration may be held in your county of residence (U.S.) or conducted remotely, as permitted by the rules.
    • Class/Representative Action Waiver. ARBITRATION WILL BE ON AN INDIVIDUAL BASIS ONLY; CLASS, MASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDINGS ARE NOT PERMITTED.
    • Opt‑Out. You may opt out of arbitration within 30 days after first accepting these Terms by emailing legal@lastinglearn.com with subject “Arbitration Opt‑Out.”
    • Venue for Non‑Arbitrable Claims. For any permitted court action, the exclusive venue is the state or federal courts located in Delaware, and the parties consent to personal jurisdiction there.
    
16. EXPORT & SANCTIONS COMPLIANCE; U.S. GOVERNMENT RIGHTS
    • Export/Sanctions. You will comply with the U.S. Export Administration Regulations and U.S. economic sanctions (OFAC) and will not use the Service in or for the benefit of embargoed countries, prohibited end users, or prohibited end uses.
    • Government Rights. The Service is “commercial computer software” and “commercial computer software documentation.” U.S. Government end users receive only the rights set forth in these Terms consistent with FAR 12.212 and DFARS 227.7202.
    
17. MODIFICATIONS
    We may update these Terms from time to time. For material changes, we will provide reasonable advance notice (e.g., email, in‑app, or website notice). Your continued use after the effective date constitutes acceptance. If you do not agree, you must stop using the Service.
    
18. MISCELLANEOUS
    • Assignment. You may not assign these Terms without our written consent; we may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
    • Severability & Waiver. If any provision is unenforceable, the remainder will remain in effect. Failure to enforce a provision is not a waiver.
    • Force Majeure. Neither party is liable for delays or failures due to events beyond its reasonable control (e.g., natural disasters, war, terrorism, labor disputes, government actions, utility or internet failures).
    • Entire Agreement; Order of Precedence. These Terms, the Privacy Notice, the AUP, the DPA (if applicable), the Documentation, and any order forms constitute the entire agreement. In the event of a conflict, an executed order form (or mutually signed addendum) controls, then these Terms, then the Documentation.
    • Notices. Legal notices may be sent to legal@lastinglearn.com and to your email on file.
    

DATA HOSTING & LOCATION User and Student Content may be stored and processed in the United States or other countries where we or our subprocessors operate. We will implement appropriate safeguards for cross‑border transfers as required by law.