Terms and Conditions

 

Last updated on October 17, 2022.  These Terms and Conditions are effective immediately for users accessing or using the Website and/or Service on or after October 17, 2022.

Learner Mobile® is a mobile application and online platform, www.learnermobile.com, admin.learnermobile.com, and app.learnermobile.com, (collectively the “Site”) provided by SVI, LLC (SVI, we or us).  SVI is an Arkansas limited liability company that exists to provide users of the Site with an education and training resource (“Services”). The following Terms and Conditions (“Agreement”) govern your ability to use and access any content, functionality and services offered through the Site, whether as a viewer of the site or a registered user of the Services.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SITE. THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE SITE.  THE SITE IS AVAILABLE FOR YOUR USE ONLY ON THE CONDITION THAT YOU AGREE TO THE TERMS OF USE SET FORTH BELOW.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF USE, DO NOT ACCESS OR USE THE SITE.

PLEASE READ THE TERMS CAREFULLY. THROUGH USE OF THE SITE OR SERVICES MEANS YOU ACKNOWLEDGE AND REPRESENT THAT 1) YOU HAVE READ THESE TERMS, 2) UNDERSTAND THEM, AND 3) AGREE TO BE BOUND BY THEM. YOU MAY NOT USE THE SITE OR SERVICES UNLESS YOU ARE AT LEAST 18 YEARS OLD.

BY ACCESSING, USING OR MERELY BROWSING THE SITE, YOU SIGNIFY YOUR AGREEMENT TO BE BOUND BY THIS AGREEMENT AND ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE INTO THIS AGREEMENT.

SVI Online Services

Learner Mobile® is a mobile application and online platform that provides the following Services to Users:

• All technology, data, information, programs, materials and other Content that we make accessible to you as a User through the Site;
• Any other services that we may provide to you, including professional services.

The Services do not include User Content – your data, information, templates, content, code, video, images or other materials or information of any type that you upload to the Site or otherwise provide to us.  User Content is discussed more below.

SVI reserves the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: modify or discontinue the Site with or without notice; limit the Site’s availability to any person, geographic area or jurisdiction we choose; charge fees in connection with the use of the Site; modify and/or waive any fees charged in connection with the Site; and/or offer opportunities to some or all users of the Site. You agree that neither we nor any affiliated entity shall be liable to you or to any third party for any modification, suspension or discontinuance of the Site, in whole or in part, or of any service, software, submission, feature, product or other Content offered through the Site. You agree that this Agreement will apply to any changes or updates to the Services. 

Nothing in this section limits SVI’s ability to discontinue any Service or to make changes as required to comply with applicable law, address a material security risk, or avoid a substantial economic or technical burden.

Accounts

Users may access areas of the Site without registering, but some features of the Site or Services will require registration for an account with SVI (“Account”).

A “user” is someone who accesses or in any way uses the Site and/or the Services. 

Users can be divided into categories, depending on the Content they can access and/or contribute to the Site:

Users: All Users visiting the Site, can browse certain areas of the Site and determine if they wish to become Registered Users.

Registered Users: Registered Users are Users who have a named Account with the Site in order to have access to educational material from Admins as well as to be able to contribute comments on the Site regarding the educational material.   

Services are provided to Registered Users solely for Registered User’s internal business operations during the subscription period specified in your Order (Subscription Term) and in accordance with any usage restrictions specified in the applicable Order.

Administrative Users (“Admin Users” or “Admins”) are Registered Users who administer the subscription services of Registered Users and provide educational materials to the Site for viewing by Registered Users.

You promise that any information about yourself or your organization that you provide to us will be true, accurate, complete, and current.  

 Username and Password

General access to the Site does not require registering for or logging into the Site, but other portions of the Site may require registration. This Agreement governs use of all portions of the Site, regardless of registration

Registered Users and Admin Users use of the Site will require you to use a username and password. You may be required to choose a password or change your password. Remember your username and password, and do not share your username or password with anyone. Your username and password will identify you to us when you return to our Site. If you forget your username or password, you may not be able to access certain portions of the Site. You are solely responsible to maintain the confidentiality of your username and password and for all activities when a user is logged into the Site by your username and password.

You agree to immediately notify SVI of any unauthorized use of your username and password or any other security breach and ensure that you log out of the Site at the end of each session. SVI will not be liable for damage or loss from your failure to comply with this Agreement. You may be issued a new password or be required to change your password from time to time. Your username and password combination are not transferable to other users.

SVI reserves the right to restrict, suspend, or terminate access to the Site for any username and password combination (each, an “Account”) because of inactivity or fraudulent activity under that Account, or any other reason we deem appropriate. We are available for your questions regarding use of the site at support@learnermobile.com.

Orders; Billing and Payment

To use the Services as an Admin User, you must complete an Order providing the following by either completing an acceptable online order located on the Site or by completing an accepted paper-based order provided by us:

• The Services being ordered;
• The applicable fees for the Services (“Fees”)
• The number of Registered User accounts associated with your Admin User account;
• The frequency of billing (monthly or annually); and
• The term for the Services (“Subscription Term”).

Admin Users must pay all Fees for the Services as detailed in the applicable Order(s). Other than where expressly provided in this Agreement, all Fees are non-refundable, non-cancellable and non-creditable.

If you add Registered Users during your Subscription Term or exceed any limit on Registered Users specified in the relevant Order, you will be billed the applicable Fees for the increased number of Registered Users at the then-current rates or as otherwise set out in the applicable Order(s) for the remainder of the then-current Subscription Term.

You are responsible for any duties, customs fees, or taxes (other than our income tax) associated with the Services or any other services provided by us to you, including any VAT, GST or other applicable sales tax, and any related penalties or interest (“Taxes”), and you will pay us for the Services without any withholding for Taxes. If we are required to collect or pay Taxes, the Taxes will be invoiced to you. You must provide us with any information that we reasonably request to determine whether we are obliged to collect Taxes from you, including your relevant Tax identification number.

Integrations with Third Party Products

You may choose, in your sole discretion, to integrate the Services with third party products or services (“Third Party Products”). If you choose to use any Third Party Products in connection with the Services, we may provide such third parties access or use of your User Content to the extent required for the operation of the Services with the Third Party Product. Your use of any Third Party Product will be subject to the applicable agreement between you and the relevant third party provider. We are not responsible for any access to or use of your User Content by such third party providers.  WE DISCLAIM ALL LIABILITY FOR ANY THIRD PARTY PRODUCTS AND FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS OF THIRD PARTY PRODUCTS.

License and Ownership; Access to Site

Any and all intellectual property rights (“Intellectual Property”) associated with the Site and its contents (other than User Content), including all information, data, logos, marks, designs, graphics, pictures, sound files, other files and their selection and arrangement, (collectively, the “Content”), are the sole property of SVI, its affiliates or third parties.  The Content is protected by copyright and other laws in both the United States and other countries.  Elements of the Site are also protected by trade dress, trade secret, unfair competition, and other laws and may not be copied or imitated in whole or in part. All custom graphics, icons, and other items that appear on the Site are trademarks, service marks or trade dress (“Marks”) of SVI, its affiliates or other entities that have granted SVI the right and license to use such Marks and may not be used or interfered with in any manner without the express written consent of SVI.  Except as otherwise expressly authorized by this Agreement, you may not copy, reproduce, modify, lease, loan, sell, create derivative works from, upload, transmit, or distribute the Intellectual Property of the Site in any way without the prior written permission of SVI or the appropriate third party.  Except as expressly provided herein, SVI does not grant to you any express or implied rights to our or any third party’s Intellectual Property. 

User Content, including Admin User Content and Registered User Content, remains the property of the User.  However, we need limited rights from you to operate the Site with your Listing. By submitting User Content, you grant SVI, its affiliates and subsidiaries a non-exclusive, royalty-free, nontransferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from your User Content submitted by you to the Site to the extent necessary to operate the Site, and provide the services provided by the Site, now and in the future.  By providing User Content, you represent and warrant that you own and control all of the rights to the User Content, information and data that you provide to us or you otherwise have the lawful right to post and distribute that User Content, information and data to or through the Site and the use and posting or other transmission of such User Content does not violate this Agreement and will not violate any rights of or cause injury to any person or entity. 

We grant you a limited, revocable, non-exclusive, license to access the Site and to view, copy and print the portions of the Content available to you on the Site. Such license is subject to this Agreement specifically conditioned upon the following:

• you may only view, copy and print such portions of the Content for your own non-commercial use;
• you may not modify or otherwise make derivative works of the Site or the Content or reproduce, distribute or display the Site or any Content except at permitted within this Agreement;
• you may not remove any trademark, copyright or other proprietary notices placed on Content;
• you may not use data mining, robots or similar data gathering or extraction methods; and
• you may not use the Site or the Content other than for its intended purpose.

The license in this section is revocable by us at any time. You represent and warrant that your use of the Site and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.

You will indemnify, defend and hold harmless SVI, its affiliates, successors, and assigns, including the applicable officers, directors, employees, and agents thereof for damages, costs and attorneys’ fees SVI incurs from any unaffiliated third-party claim arising from your User Content or your use of the Services.

We do not have any responsibility or liability for your User Content or for any loss or damage your User Content may cause to you or to other people.  We have the absolute discretion to remove any User Content posted or stored on the Site, and we may do this at any time and for any reason, although we have no obligation to do so.  You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Site.  If you download User Content, the extent permitted by law: (i) your use of User Content is at your own risk; (ii) WE EXCLUDE ALL LIABILITY TO YOU AND ANY THIRD PARTY IN RESPECT OF YOUR USE OF USER CONTENT; (iii) it is your responsibility to assess the suitability of User Content for your purposes.

General Restrictions on Use

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, graphics (“Content”) and trademarks and logos (“Trademarks”) on the Site are owned or controlled by us, licensed by us and are protected by copyright, trademark laws and various other laws of the United States.  We allow you to use the Site and Services only for users’ personal, noncommercial purposes.

Provided that you are eligible to use the Site, we grant you a limited license to access and use the Site and to download any portion of the Content that you have properly gained access to solely for your internal business use. We reserve all rights not expressly granted to you in and to the Site, the Content, and the Trademarks.

You may not rent, transfer, assign, commercially exploit, resell, or sublicense access to the Services to any third party. You agree not to combine or integrate the Site or Services with hardware, software, or other technology or materials not provided by us. You may not alter or create any derivative product based on the Site or Services. Except as expressly stated in this Agreement, no part of the Site or Services may be copied, reproduced, republished, distributed, displayed, downloaded, posted, or transmitted in any form or by any means. Any future amendments to the Site or Services shall be subject to this Agreement. You agree not to use the Site or Services to violate local, state, national or international law; stalk, harass, or harm anyone; collect or store personal data about other users; impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or interfere with the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services.

Restrictions on Use of the Website

In addition to other restrictions set forth in this Agreement, you agree that:

• You shall not use the Site in any way that breaches any applicable local, national or international law or regulation.
• You shall not disguise the origin of information transmitted through the Site or place false or misleading information on the Site.
• You will not use or access any service, information, application or software available via the Site in a manner not expressly permitted by SVI.
• You will not input or upload to the Site any information which contains viruses, Trojan horses, worms, time bombs or other computer programming routines that are intended to damage, interfere with, intercept or expropriate any system, the Site or information.
• Certain areas of the Site may be restricted to Registered Users and Admin Users of SVI. 
• You may not use or access the Site in any way that, in SVI’s judgment, adversely affects the performance or function of the Site or interferes with the ability of authorized parties to access the Site. 
• You will use the Site for lawful purposes only and will not submit or transmit through the Site any material or engage in conduct that (1) violates or infringes the rights of others, including, without limitation, rights in intellectual property such as trademarks, copyrights, patents and trade secrets, (2) is unlawful, threatening, abusive, profane, explicit, harassing, defamatory, fraudulent, constitutes an invasion of privacy or contains explicit, graphic, obscene or pornographic materials; or which otherwise violates any law, rule, regulation or the rights of a third party, (3) impersonates any person, including SVI and its employees, principals, agents, consultants or affiliates or allows you or a third party unlawful access to a third party’s computer or network, (4) is harmful or attempting to harm minors in any way, or (5) violates this Agreement, the Privacy Policy, or any other policy of SVI.

Confidential Information

Each party may have access to information that is confidential to the other party (“Confidential Information”).  For purposes of this Agreement, Confidential Information shall include any information that is clearly identified in writing at the time of disclosure as confidential as well as any information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential.  Your Confidential Information shall include, but not be limited to, your data.

Your Confidential Information shall not include User Content or any information that (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party’s lawful possession prior to the disclosure without any obligation of confidentiality and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure; (iv) is independently developed by the other party without use of or reference to the other party’s Confidential Information, as established by written records.

The parties agree to use commercially reasonable efforts not to make each other’s Confidential Information available in any form to any third party.  Notwithstanding the foregoing, Customer acknowledges and agrees that SVI may disclose Customer’s Confidential Information to its Third Party Product vendors solely to the extent necessary to provide products or services under this Agreement.  This Section will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority, provided that it first uses commercially reasonable efforts to give you written notice prior to disclosure if permitted by law.

Term and Termination

This Agreement will become effective and binding when you use the Site or Service, or when you voluntarily register for an Account (whichever occurs first). We reserve the right to terminate this Agreement, your Account, and your access to the Site and the Service at any time without notice.  If we have suspended or terminated this Agreement, your Account, the Site, or the Service other than for your breach of this Agreement, we will refund you a pro-rata share of any amounts you have pre-paid for an Account to the Service (if any). Your rights under this Agreement will automatically and immediately terminate if you fail to comply with your promises and obligations stated in this Agreement. If we have suspended or terminated this Agreement or your Account for your breach of this Agreement, you must pay to us any and all outstanding Fees due for the remaining duration of the Subscription Term, which will become immediately due and payable upon termination.

We may suspend your access to the Services or any of your Registered User’s accounts immediately or terminate this Agreement if you have failed to pay any Fees within sixty (60) days after the relevant due date. If we suspend your use of the Services pursuant to our rights in this Agreement, we will continue to charge you Fees during the suspension period and you must pay any outstanding Fees prior to us resuming the provision of the Services.  We will only resume the provision of the Services once you have cured to our reasonable satisfaction the matter that caused the suspension.

You may terminate the Services at any time by written notice.  If you choose to terminate this Agreement, you will not be entitled to any credits or refunds as a result of such termination.

Upon termination of this Agreement, you shall immediately cease use of all Services. You acknowledge and agree that following termination of this Agreement, SVI may immediately deactivate Customer’s account. 

Upon termination, SVI shall have the right to maintain one copy of user data, User Content for archival purposes and compliance with state and federal law. Upon request by you made before or within thirty (30) days of the termination of this Agreement, SVI will make available to you the most recent version of historical customer usage data in a format at the discretion of SVI.  SVI shall have no obligation to maintain or provide any User Content and shall, unless legally prohibited, delete in such a manner as prevents recovery through normal means, all User Content in its systems or otherwise in its possession or under its control.

Links

Listings on the Site may contain links to third-party websites and resources (collectively, “Linked Sites”).  These Linked Sites are provided solely as a convenience to you and not as an endorsement by SVI of the content on such Linked Sites.  SVI makes no representations or warranties regarding the correctness, accuracy, performance or quality of any content, software, service or application found at any Linked Site.  SVI is not responsible for the availability of the Linked Sites or the content or activities of such sites.  If you decide to access Linked Sites, you do so at your own risk.  In addition, your use of Linked Sites is subject to any applicable policies and terms and conditions of use, including but not limited to, the Linked Site’s privacy policy.

Disclaimer of Warranties

SVI MAKES NO REPRESENTATIONS ABOUT THE RESULTS TO BE OBTAINED FROM USING THE SITE OR THE CONTENT.  THE USE OF SAME IS AT YOUR OWN RISK.

 THE SITE, THE SERVICES AND THE CONTENT ARE PROVIDED ON AN “AS IS” BASIS.  SVI, ITS LICENSORS, AND ITS SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE.  SVI AND ITS AFFILIATES, LICENSORS AND SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, SECURITY OR TIMELINESS OF THE CONTENT OR SERVICES PROVIDED ON OR THROUGH THE USE OF THE SITE.  NO INFORMATION OBTAINED BY YOU FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED BY SVI IN THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTY, SO THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU.  IF YOU ARE DEALING AS A CONSUMER, YOUR STATUTORY RIGHTS THAT CANNOT BE WAIVED, IF ANY, ARE NOT AFFECTED BY THESE PROVISIONS.  YOU AGREE AND ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND WARRANTY PROVIDED IN THIS AGREEMENT ARE FAIR AND REASONABLE.

Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT THAT SVI IS OTHERWISE FOUND RESPONSIBLE FOR ANY DAMAGES, SVI IS RESPONSIBLE FOR ACTUAL DAMAGES ONLY TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SVI, ITS AFFILIATES, ITS LICENSORS, ITS SUPPLIERS OR ANY THIRD PARTIES MENTIONED AT THE SITE BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OF OR INABILITY TO USE THE SITE, THE SERVICES OR THE CONTENT WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLECT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SVI IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  TO THE EXTENT PERMITTED BY LAW, THE REMEDIES STATED FOR YOU IN THIS AGREEMENT ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.  YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH SVI IS TO DISCONTINUE YOUR USE OF THE SITE AND THE SERVICES.  SVI IS NOT RESPONSIBLE FOR WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SITE. UNDER NO CIRCUMSTANCES WILL SVI BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM ANYONE’S USE OF THE SITE, THE CONTENT POSTED ON THE SITE OR TRANSMITTED TO USERS, OR ANY INTERACTIONS BETWEEN OR AMONG USERS OF THE SITE, WHETHER ONLINE OR OFFLINE.

Compliance with Law

You agree to use the Site in strict compliance with all applicable laws, rulings and regulations and in a fashion that does not, in the sole judgment of SVI, negatively reflect on the goodwill or reputation of SVI and shall take no actions which would cause SVI to be in violation of any laws, rulings or regulations applicable to SVI.

Governing Law: Venue

This agreement has been made in, and will be construed and enforced in accordance with the laws of, the State of Arkansas without regard to its principles of conflicts of laws.  You and SVI consent to the exclusive jurisdiction of the state and federal courts sitting in Washington County, Arkansas for any actions, suits or other proceedings arising out of, or related to, the enforcement of either party’s rights hereunder.  You and SVI agree not to commence any action suit or proceeding in any other court and hereby irrevocably and unconditionally waive any objection to the laying of venue in any such court.  The parties each agree to waive their separate rights to a trial by jury.

Electronic Communications

When you visit the Site or send e-mail to SVI, you are communicating electronically. If you submit User Content, SVI will communicate with you by e-mail.  We may also communicate by posting notices on the Site. Admin Users may communicate with the Admin’s Registered Users through push notifications.  You agree that all notices, disclosures, and other communications that SVI makes electronically satisfy any legal requirement that such communications be in writing. If you want to withdraw this consent, please stop using this Site.

General

You may not assign this Agreement or any of your interests, rights or obligations under this Agreement.  If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.  No waiver of any of this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

Amendments

We may amend this Agreement at any time and for any reason. We ask that you stay up-to-date with this Terms. When we make changes to this Agreement, we will notify you of the changes by posting the revised version on our website. Any changes will become effective upon the earlier of thirty (30) calendar days following our e-mail notice to you (if applicable) or thirty (30) calendar days following our posting notice of the changes on our Site.  Changes will be effective immediately for new users of our Site or Services.  If you object to any such changes, we ask that you cease using the Site and the Services.  By continuing to use the website after we have posted modifications or amendments to the Terms, you consent to such amendments and/or modifications.  For this reason, we encourage you to review the Terms whenever you use the Site or Services.

Privacy Policy

Our Privacy Policy (“Privacy Policy”) as currently posted on the website may be amended by us and incorporated into this Agreement and provides additional terms and conditions related to our use, collection, and disclosure of your personal information. Any other posted guidelines or rules applicable to any individual use of the website will also form part of this Agreement. Use of our website acknowledges that you agree to abide by all such other guidelines and rules.

Complete Agreement

EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE LICENSE OR OTHER WRITTEN AGREEMENT BETWEEN YOU AND SVI, THIS AGREEMENT, TOGETHER WITH THE SVI PRIVACY POLICY, CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND SVI WITH RESPECT TO THE USE OF THE SITE AND SERVICE, INFORMATION OR CONTENT CONTAINED THEREIN, AND SUPERSEDE ALL DISCUSSIONS, COMMUNICATIONS, CONVERSATIONS AND AGREEMENTS CONCERNING THE SUBJECT MATTER HEREOF.

If you have any questions or concerns regarding the Terms of Use, please contact us at info@learnermobile.com.