These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Foundation LMS LLC ("Company", “we”, “us”, or “our”), concerning your access to and use of the FoundationLMS.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Platform”). We are registered in New Jersey, United States and have our registered office at 365 West Passaic Street, Suite 255, DPT#5036, Rochelle Park, NJ 07662. You agree that by accessing the Platform, you have read, understood, and agree to be bound by all of these Terms of Service. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF SERVICE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE PLATFORM AND YOU MUST DISCONTINUE USE IMMEDIATELY.
These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Foundation LMS LLC ("Company", “we”, “us”, or “our”), concerning your access to and use of the FoundationLMS.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Platform”). We are registered in New Jersey, United States and have our registered office at 365 West Passaic Street, Suite 255, DPT#5036, Rochelle Park, NJ 07662. You agree that by accessing the Platform, you have read, understood, and agree to be bound by all of these Terms of Service. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF SERVICE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE PLATFORM AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Platform from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service from time to time. We will alert you about any changes by updating the “Last updated” date of these Terms of Service, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Platform so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Service by your continued use of the Platform after the date such revised Terms of Service are posted.
The information provided on the Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Platform from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Platform is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Platform. You may not use the Platform in a way that would violate the Gramm- Leach-Bliley Act (GLBA).
The Platform is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Platform.
As an express condition of being permitted to access and use the Platform, you represent and warrant that you (i) are not on a list of persons that bars you from receiving services under U.S. laws (including, without limitation, the Denied Persons List and the Entity List issued by the U.S. Department of Commerce, Bureau of Industry and Security) or other applicable jurisdiction and (iii) are not a resident of Cuba, Iran, North Korea, Syria, Venezuela or Crimea or any other territory that is subject to a government embargo.
We provide an open online content creation Platform designed to allow content creators (“Clients”) to build, design, publish, and sell courses to their end users (“Students”). We provide each Client with a dedicated environment (“Portal”) to host and offer their courses. We offer this content creation platform along with a number of additional services and tools (e.g. payment gateways).
Foundation LMS is neither a content provider nor an educational institution. Clients and Students are not employees of Foundation LMS.
We are not responsible for interactions between Clients and Students, with the exception of providing the technological means through which Clients may broadcast and otherwise make their courses and other content (“Client Content”) available and, at each Client’s election, for processing payments through our payment gateway(s). We are not liable for any disputes, claims, losses, injuries, or damage of any kind that may arise out of the Client/Student relationship, including but not limited to, any Student's reliance upon any information provided by a Client or Client Content at any time.
As stated in our Privacy Policy, we only provide Clients with limited information about Students registered in their portal(s), including name, email address, and the Client offering in which the Student has enrolled. This information is only available to the Client upon the purchase or enrollment of a Student in the Client’s Portal. We do not provide, sell, rent, release, disclose, or otherwise transfer Student data to Clients for monetary or other valuable consideration. Students assume full responsibility for the disclosure and use of any other personal information the Student chooses to disclose to any Client on the Platform.
All right, title and interest in and to the Platform, including our information, software, technology, data, applications, logos, marks, designs, text, graphics, pictures, audio and video files, other data or copyrightable materials or content, and their selection and arrangement, is referred to herein as "Foundation LMS Content”, and is and will remain the exclusive property of Foundation LMS and its licensors. Foundation LMS Content is protected by intellectual property rights both in the United States and internationally.
Your use of the Platform under these Terms does not give you additional rights in the Platform or ownership of any intellectual property rights associated with the Platform, including, but not limited to, any rights to use our trademarks, logos, domain names, and other distinctive brand features. Subject to your compliance with and the limitations set forth in these Terms, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Platform and/or services to fulfill your personal and commercial purposes.
You agree not to do any of the following while accessing or using the Platform and/or Foundation LMS Services:
1. License, sublicense, sell, rent, lease, or otherwise permit third parties to use the Platform without our express written consent (this license is only for your use, and you may not assign it to anyone else without our permission).
2. Circumvent or disable any security or other technological features or measures of the Platform.
3. Copy, modify, create derivative works of, decompile, reverse engineer, disassemble, or otherwise attempt to discover any source code of or any elements of the Platform, or use the Platform to compete with Foundation LMS.
4. Engage in any activity that would interfere with, damage, or harm the Platform.
All rights not expressly granted by Foundation LMS are reserved.
We do not claim any intellectual property rights over the material you provide to the Platform (Client Content). All material you upload remains yours. You can remove your Portal at any time by deleting your account; we will delete your Client Content in accordance with our Privacy Policy.
You retain ownership over all content that you submit to the Platform, including compliance of your Client Content with any applicable laws or regulations.
By uploading Client Content, you agree: (a) to provide us the right to display and store your Client Content: (b) to allow other internet users to view your Client Content; and (c) that we can, at any time, review all the Client Content submitted by you to the Platform.
Client Content may be viewable by other users of the Platform and through third-party websites. As such, any Client Content you upload may be treated as non-confidential and non-proprietary. When you create or make available any Client Content, you thereby represent and warrant that:
• The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Client Content do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
• You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Platform, and other users of the Platform to use your Client Content in any manner contemplated by the Platform and these Terms of Service.
• You have the written consent, release, and/or permission of each and every identifiable individual person in your Client Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Client Content in any manner contemplated by the Platform and these Terms of Service.
• Your Client Content is not false, inaccurate, or misleading.
• Your Client Content is not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
• Your Client Content is not obscene, lewd, lascivious, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
• Your Client Content does not ridicule, mock, disparage, intimidate, or abuse anyone.
• Your Client Content is not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
• Your Client Content does not violate any applicable law, regulation, or rule.
• Your Client Content does not violate the privacy or publicity rights of any third party.
• Your Client Content does not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
• Your Client Content does not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
• Your Client Content does not otherwise violate, or link to material that violates, any provision of these Terms of Service, or any applicable law or regulation.
You acknowledge that, in order to ensure compliance with legal obligations, we may be required to review certain content submitted to the Platform to determine whether it is illegal or whether it violates these Terms of Service. We may also prevent access to or refuse to display content that we reasonably believe violates the law or these Terms of Service. We have no obligations to monitor or review any content submitted to the Platform by you or any other person.
The Platform may include features that permit you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Platform, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Posts"). For the avoidance of doubt, Posts exclude User Content (including Client Content).
By submitting Posts to the Platform, you grant us a perpetual, irrevocable, royalty-free, worldwide, non-exclusive right and license, including the right to grant sublicenses to third parties, to use, reproduce, publicly display, publicly perform, prepare derivative works from and distribute your Posts for any purpose. We may exercise all copyright, publicity and moral rights, in any media, with respect to your Posts
Any ideas, suggestions, concepts, processes, techniques, questions, answers, codes/scripts, and other comments related to our Platform, proposed services, documentation or business (“Feedback”) that you provide to us will be owned by us and you hereby waive any claim you have to ownership, compensation, monetary or otherwise, for providing the Feedback and for our use of your Feedback.
You hereby grant us a non-exclusive right to use your trade-names, trademarks, service marks, trade dress and logos to promote the Platform.
We will not disclose your Confidential Information to third parties, except as required in the course of providing our Services (eg Payment Gateways). “Confidential Information” includes any materials or information provided by you to us which is not publicly known. Confidential Information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; (d) we are required by law to disclose; or (e) that you have given your consent or instructed us to disclose.
If you remove content, delete your account or if these Terms of Service are terminated, we will be permitted to retain a copy, including archives, of your Confidential Information or any information that is related to your account (including Client Content and personal information) if such retention is necessary to meet our legal and compliance obligations.
By using the Platform, you represent and warrant that:
(1) You are responsible for all activity and content such as videos, files, data, graphics, photos and links that is uploaded to your Foundation LMS account (“Client Content”).
(2) You have the legal capacity and you agree to comply with these Terms of Service.
(3) You are not a minor in the jurisdiction in which you reside.
(4) You will not access the Platform through automated or non-human means, whether through a bot, script or otherwise.
(5) You will not use the Platform for any illegal or unauthorized purpose.
(6) Your use of the Platform will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof).
To access or use certain features of the Platform, you may be required to register for an account (“Account”). For example, to enroll in a Client’s course, you will be required to create a Student Account associated with the Client’s Portal. When you register for any type of account, you agree to provide true, accurate, current, and complete information. You agree to maintain the accuracy of such information and promptly update such registration information as necessary. You agree to keep your password confidential and will be responsible for all use of your account and password. We cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
To sign up for the Platform as a Client, you will need to open a Client account. Clients are deemed the contracting party (“Primary Owner”) for the purposes of our Terms. If you are signing up as a Client on behalf of your employer, your employer shall be the Primary Owner of the account and any associated Portal(s). If you are signing up on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms.
Depending on the Foundation LMS subscription plan, a Client may allow one or more persons (“Non-Primary Owner”) to establish an administrative account associated with a Primary Owner’s Portal. The Primary Owner is responsible for setting the level of access and permissions for Non-Primary Owners.
A Primary Owner is responsible and liable for the acts, omissions and defaults arising from the use of Non-Primary Owner accounts associated with their Portals as if they were the Primary Owner’s own acts, omissions, or default.
In the unlikely event that there is a dispute over the ownership of an account, we have the right to request additional information from you to determine ownership and settle the dispute. The information that we may request to assist in resolving ownership disputes includes, but is not limited to, the following:
• A copy of your photo ID;
• Your business documents, including a Charter, Certificate of Incorporation, LLC Agreement, business license, or other documentation showing ownership of your entity;
• Your billing information and details;
• Certified copies of your tax forms; and
• Other documentation as we deem necessary to settle the dispute
Should a dispute arise, we reserve the right determine the account ownership in our sole judgment, and the ability to transfer the account to the rightful owner, unless otherwise prohibited by law.
Any use of the Platform in violation of the foregoing violates these Terms of Service and may result in, among other things, termination or suspension of your rights to use the Platform.
Clients are responsible for protecting all personal information they provide to, or receive from, Foundation LMS in connection with the use of the Platform. Our Data Processing Agreement ("DPA") forms part of these Terms and sets out Foundation LMS’s and Client's obligations with respect to the processing of personal information. Clients agree to abide by the DPA when and to the extent Data Protection Laws apply to a Client’s use of the Platform to process Student Data or Client Data (as these terms are defined in the DPA).
Clients are considered controllers or "owners" of the personal information they collect from and about Students. In addition to agreeing to the terms of the DPA, Clients are also responsible for providing an appropriate privacy notice to their Students, respecting their Students' privacy rights in accordance with applicable law, and providing access to or deleting Students' personal information if they request and as required by applicable law.
We may modify, terminate, or refuse to provide our Services at any time for any reason, without notice.
We may remove anyone from the Platform at any time for any reason, solely in our discretion. This right is not modified by any other section of these Terms.
We reserve the right to access your account, Portal, and Client Content in order to respond to requests for technical support, to maintain the safety and security of the Platform, and for other legitimate business purposes, as necessary, in our discretion.
We may, but have no obligation to, monitor any Client Content that appears on the Platform or review any conduct occurring through the Platform, including any interactions between Clients and Students and Foundation LMS employees.
We reserve the right to modify, suspend, or alter our refund policy, at our sole discretion.
If you close your account or terminate your Portal, we may keep a copy of your Client Content after termination. You grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for compliance with any relevant laws and regulations and for our internal business purposes, subject to applicable law.
We reserve the right to remove you and your Client Content without warning if you violate any of the provisions of these Terms.
We have, in our sole discretion, an absolute right to modify, change, alter, suspend, or terminate any provision of these Terms without warning at any time.
A valid credit card is required for accounts able to process orders using a live payment gateway. You may be required to purchase or pay a fee to access some of our services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Platform. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We bill you through an online billing account for purchases made via the Platform. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in U.S. dollars.
You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.
We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Platform.
Payments Platform
We offer access to a payments platform through which you may process payment transactions with your students or other users (“Foundation LMS Payments”). We use a third party payments processor and platform provider like Stripe Inc. (“Stripe”) to facilitate Foundation LMS Payments (the “Provider”). We reserve the right to change the Provider at any time, in which case you agree to take whatever steps as we may advise in order to migrate the Foundation LMS Payments service to another Provider.
Refunds and Returns
You agree to provide refunds and adjustments for your services through Foundation LMS Payments in accordance with these Terms of Service and any applicable payment card network rules or our Provider’s terms. Payment card network rules may require that you will (a) maintain a fair return, cancellation or adjustment policy, (b) disclose your return or cancellation policy to customers at the time of purchase, (c) not give cash refunds to a customer in connection with a card sale, unless required by law and (d) not accept cash or any other item of value for preparing a card sale refund. You are responsible for knowing and adhering to the payment card network rules applicable to you, and Foundation LMS will not be liable for any violation by you of the payment card network rules.
The amount of the refund/ adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data. Transaction fees are also refunded, so the full purchase amount is always returned to your Student.
Customer Service
You are solely responsible for all customer service issues relating to your services, including pricing, fulfillment, cancellation by you or customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback, reviews, or ratings concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from Foundation LMS. As between you and Foundation LMS, you are solely responsible for customer service issues relating to your account.
Stripe Connected Accounts
Where Stripe is the Provider, the following provisions will apply:
• To connect to our platform and process payments through Stripe you must create a Stripe account (a “Stripe Connect Account”) that is connected to the Foundation LMS Payment platform. You will be required to accept the terms of the Stripe Connected Account Agreement and Stripe Services Agreement as well as any other documentation that Stripe may require (the “Stripe Documentation”). You agree to comply with the Stripe Documentation and not to engage in any activity that is expressly prohibited by the Stripe Documentation. Stripe processes your personal information in accordance with its own privacy policy, available here: http://stripe.com/privacy. Stripe may deny the creation of a Stripe Connect Account or may suspend or terminate a Stripe Connect Account, in its discretion in accordance with the Stripe Documentation.
• You agree that we can directly access your Stripe Connect Account dashboard, including information about your transactions (including purchases and refunds) and Stripe account balance (your “Connected Account Data”), in order to collect fees, process payments and refunds, handle disputes, process Chargebacks, and any other activity necessary to provide Foundation LMS Payments or other Services in accordance with these Terms of Service and our Privacy Policy, and you give us express authorization to conduct any of the above activities on your behalf through your Stripe Connect Account.
• We may exchange Connected Account Data with Stripe as necessary to detect and prevent fraud, misuse, unlawful, abusive or deceptive activity, and otherwise to allow Foundation LMS and Stripe to each comply with our legal and regulatory obligations.
• You represent and warrant that all information provided to Foundation LMS or Stripe in connection with the creation or maintenance of a Stripe Connected Account is true and accurate in all material respects at all times. You will be responsible for any loss or liability incurred by Foundation LMS due to activity conducted through a Stripe Connect Account initiated by you or on your behalf, or using your credentials even if not authorized by you, and Foundation LMS may deduct such losses from your Stripe Connect Account or your Foundation LMS Account, or require you to pay such losses to Foundation LMS.
• You agree to indemnify, defend and hold harmless Foundation LMS and Stripe and their respective affiliates from any claims brought by a third party arising out of any activity conducted through a Stripe Connect Account or arising out of your breach of these Terms of Service or the Stripe Documentation.
We offer a 30-day free trial to new users who register with the Platform. The account will be charged according to the user’s chosen subscription at the end of the free trial.
You can cancel your subscription at any time by logging into your account or contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term.
You may not access or use the Platform for any purpose other than that for which we make the Platform available. The Platform may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Platform, you agree not to:
• Systematically retrieve data or other content from the Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Platform, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Platform and/or the Content contained therein.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Platform.
• Use any information obtained from the Platform in order to harass, abuse, or harm another person.
• Systematically retrieve data or other content from the Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Platform or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Platform.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• Delete the copyright or other proprietary rights notice from any Content.
• Attempt to impersonate another user or person (including Foundation LMS employees) or use the username of another user.
• Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1Å~1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
• Interfere with, disrupt, or create an undue burden on the Platform or the networks or services connected to the Platform.
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Platform to you.
• Attempt to bypass any measures of the Platform designed to prevent or restrict access to the Platform, or any portion of the Platform.
• Copy or adapt the Platform’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
• Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Platform, or using or launching any unauthorized script or other software.
• Use a buying agent or purchasing agent to make purchases on the Platform.
• Make any unauthorized use of the Platform, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
• Use the Platform as part of any effort to compete with us or otherwise use the Platform and/or the Content for any revenue-generating endeavor or commercial enterprise.
• Use the Platform to advertise or offer to sell goods and services.
• Sell or otherwise transfer your profile.
• Use the Platform for any illegal or unauthorized purpose nor may you, in your use of the Platform, violate any laws in your jurisdiction (including but not limited to copyright laws)
• Reproduce, duplicate, copy, sell, resell or exploit any portion of the Platform, use of the Platform, or access to the Platform without our express written permission.
• Misuse the Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions we provide.
• Purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Foundation LMS or Foundation LMS trademarks and/or variations and misspellings thereof
• Probe, scan, or test the vulnerability of any part of the Platform, unless we have given you prior written authorization.
• Decipher, decompile, disassemble, translate, create derivative works, reverse engineer or otherwise attempt to reconstruct, identify or discover any source code, algorithms, underlying ideas or underlying user interface techniques in the Services or any of the software used to provide the Services, or attempt to do so.
• Directly or indirectly identify a customer contrary to the terms of any Confidentiality Notice or other privacy setting, or attempt to do so.
• Use the Platform to collect or store any sensitive information (“Sensitive Information”) including personal health information, banking and credit card information, and if you do use the Platform to collect, store or otherwise process any Sensitive Information you do so at your own risk and you are responsible for ensuring compliance with all applicable laws.
• Use the Platform to infringe the Intellectual Property Rights of others, or to commit any unlawful activity.
• Attempt to circumvent any license, timing or use restrictions that are built into the Platform.
• Systematically retrieve data or other content from the Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Lend, resell, lease or sublicense or otherwise use the Platform for the benefit of a third party, unless we have given you prior written authorization.
• Use the Platform to engage in any activities that will result in sending spam to anyone on the Platform, (and its employees), Clients, and Students.
• Use the Platform if Your Content contains material that is libelous, slanderous, pornographic, obscene, unlawful, threatening, hateful, violent, predatory, defamatory, or otherwise objectionable, all of which shall be determined in Our sole discretion.
We may provide you areas on the Platform to leave reviews or ratings. When posting a review, you must comply with the following criteria:
(1) You should have firsthand experience with the person/entity being reviewed.
(2) Your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language.
(3) Your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability.
(4) Your reviews should not contain references to illegal activity.
(5) You should not be affiliated with competitors if posting negative reviews.
(6) You should not make any conclusions as to the legality of conduct.
(7) You may not post any false or misleading statements.
(8) You may not organize a campaign encouraging others to post reviews, whether positive or negative.
We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, nonexclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.
The Platform may contain (or you may be sent via the Platform) links to other websites ("Third- Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Platform or any Third-Party Content posted on, available through, or installed from the Platform, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Platform and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Service no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Platform or relating to any applications you use or install from the Platform. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
We reserve the right, but not the obligation, to:
(1) Monitor the Platform for violations of these Terms of Service.
(2) Take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Service, including without limitation, reporting such user to law enforcement authorities.
(3) In our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Content or any portion thereof.
(4) In our sole discretion and without limitation, notice, or liability, to remove from the Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems.
(5) Otherwise manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform.
We care about data privacy and security. Please review our Privacy Policy: FoundationLMS.com/privacy. By using the Platform, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Service. Please be advised the Platform is hosted in the United States. If you access the Platform from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Platform, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States.
We respect the intellectual property rights of others. If you believe that any material available on or through the Platform infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Platform infringes your copyright, you should consider first contacting an attorney.
These Terms of Service shall remain in full force and effect while you use the Platform. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF SERVICE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE PLATFORM (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF SERVICE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE PLATFORM OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
We reserve the right to change, modify, or remove the contents of the Platform at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Platform. We also reserve the right to modify or discontinue all or part of the Platform without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Platform.
We cannot guarantee the Platform will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Platform, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Platform at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Platform during any downtime or discontinuance of the Platform. Nothing in these Terms of Service will be construed to obligate us to maintain and support the Platform or to supply any corrections, updates, or releases in connection therewith.
These Terms of Service and your use of the Platform are governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be entirely performed within the State of New Jersey, without regard to its conflict of law principles.
Informal Negotiations
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Service (each "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
Binding Arbitration
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding confidential arbitration by JAMS pursuant to its Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein.
The arbitration will be conducted in New Jersey, unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing us from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, dilution, or violation of our data security, intellectual property rights, or other proprietary rights.
The parties agree to waive the right to trial by jury. You further agree that any proceedings to resolve any disputes shall be done solely on an individual basis and that You will not seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which You act or propose to act in a representative capacity.
You also agree that no proceeding will be joined, consolidated, or combined with another proceeding without our prior written consent and the prior written consent of all parties to any such proceeding.
There may be information on the Platform that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Platform at any time, without prior notice.
THE PLATFORM IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE PLATFORM AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE PLATFORM AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR PLATFORM AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE TWELVE (12) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:
(1) Your Content
(2) Use of the Platform
(3) Breach of these Terms of Service
(4) Any breach of your representations and warranties set forth in these Terms of Service
(5) Your violation of the rights of a third party, including but not limited to intellectual property rights
(6) Any overt harmful act toward any other user of the Platform with whom you connected via the Platform.
Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
We will maintain certain data that you transmit to the Platform for the purpose of managing the performance of the Platform, as well as data relating to your use of the Platform. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Platform. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
Visiting the Platform, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Platform, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE PLATFORM. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
These Terms of Service and any policies or operating rules posted by us on the Platform or in respect to the Platform constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Service shall not operate as a waiver of such right or provision. These Terms of Service operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Service is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Service or use of the Platform. You agree that these Terms of Service will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Service and the lack of signing by the parties hereto to execute these Terms of Service.
In order to resolve a complaint regarding the Platform or to receive further information regarding use of the Platform, please contact us at:
Foundation LMS LLC
365 West Passaic Street
Suite 255, DPT#5036
Rochelle Park, NJ 07662
United States
Phone: 973-928-8085
support@FoundationLMS.com