Terms of Use

Effective Date: March 14, 2025

Introduction

Please read these Terms of Use (the "Terms") carefully before you start to use this website. Thank you for choosing Lyceum AI. These Terms constitute a binding agreement between Lyceum AI, Inc. ("Lyceum," "Company," "we," "us") and you, the user ("User," "you,") or you, the business organization ("Organization," "Client," or "Corporate Partner"). The websites, including but not limited to https://lyceumlearning.ai/ (the "Site"), is owned by Lyceum. They govern your access to and use of our corporate training platform and services ("Service"). This version of these Terms replaces and supersedes any prior terms of use applicable to the Site. You may use the Site for lawful purposes only, in accordance with these Terms. You agree to abide by all applicable international, federal, state, and local laws and regulations in your use of the Site.

Definitions

To help clarify these Terms, we've defined key terms used throughout this document:

"Content" means any information, communications, data, text, software, music, sound, photographs, graphics, videos, messages, or other materials that users upload, transmit, or otherwise make available through the Site.

"Organizational Data" means any proprietary or confidential business information, employee data, and other corporate materials provided by an Organization to Lyceum through the Service, including but not limited to training materials, business documents, and employee performance data.

"User Content" means Content that is uploaded or created by individual users through their interaction with the Service.

"Personal Information" means any information that is linked or reasonably linkable to an identified or identifiable natural person, as further defined in our Privacy Policy.

"Deidentified Information" means information that cannot reasonably be used to infer information about, or otherwise be linked to, a particular person, as further defined in our Privacy Policy.

"Lyceum IP" means all intellectual property associated with the Service and all content provided by Lyceum, including but not limited to patents, copyrights, trademarks, software, design, user interfaces, and all displayed or performed content on the Service.

Acceptance of Terms

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, including the Lyceum Privacy Policy, which is incorporated herein by reference. If you do not agree with any part of the Terms, you must not use the Service.

General Use, License, and Termination

Lyceum grants you a limited, nonexclusive, nontransferable, revocable license (without the right to sublicense) to make use of the Site, regardless of the medium by which the Site is accessed by you (e.g., via a web or mobile browser).

You may view, copy, download, or print materials from the Site for your own professional use within your Organization. In this context, "professional use" means using the materials for business purposes related to your role within your Organization, but does not include posting, uploading, or otherwise publishing the materials for any other commercial purpose, except with our express written permission. This license does not include any rights not specifically enumerated herein.

You acknowledge that your use of the Site is at our sole discretion and your license to use the Site may be terminated by us at any time, for any reason or for no reason. We reserve the right, in our sole discretion, to refuse service, to block or prevent future access to and use of the Site, to terminate any user's account, where applicable, and to alter or delete any material submitted to the Site through the user's account, where applicable. Following termination of this license, these Terms shall apply to the extent practicable.

User Account

Before you can make use of certain services associated with the Site, you may be required to register with the Site and create an account. You agree and warrant that all information you provide to us through the Site, including but not limited to any contact information or registration information, is truthful, accurate, and up-to-date. You further agree to maintain the accuracy of your account information and to inform us promptly of any changes to your information, including but not limited to any changes to your email address.

You are responsible for maintaining the confidentiality of your account and password, and you agree to accept responsibility for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security you become aware of. We are neither responsible for, nor liable, for any loss or other injury that you may incur as a result of someone else using your user account or password, either with or without your knowledge.

By creating an account with the Site, you consent to receive communications from us electronically via the email address associated with your account. Although you can opt-out of receiving promotional communications, we reserve the right to email you informational communications about your account or administrative notices regarding the Site, as permitted under the CAN-SPAM Act.

You are expressly prohibited from selling, trading, or transferring your account (including but not limited to, selling, trading, or transferring emails associated with such account). We have final discretion in granting accounts and reserve the right to reject users without explanation.

Commitment to Compliance

We are dedicated to compliance with applicable privacy laws and data protection regulations. We collect personal information based on the consent provided by Users.

Lyceum acknowledges the existence of industry-specific regulations and endeavors to assist Organizations in meeting these diverse legal requirements. It remains the responsibility of the Organizations to provide Lyceum with information pertaining to any applicable regulations beyond general data protection laws to ensure that our services remain compliant with their specific industry requirements.

User Age

In order to use our Service, you must be at least 18 years of age. Any use of the Site by persons under 18 years of age will result in immediate termination of their use of the Site.

Corporate Use and Consent

If you are an administrator or trainer using these Services on behalf of an Organization, you represent and warrant that you have sufficient authority to enter into these Terms with us on behalf of your Organization. "Sufficient authority" means that you have been expressly authorized by your Organization (in accordance with your Organization's policies regarding contract approval) to accept binding legal terms on its behalf. If you are uncertain whether you have such authority, please consult with your Organization's legal department or management before proceeding.

By agreeing to these Terms and creating an account, Lyceum grants you a limited non-exclusive right to access and use the Services we make available through your account, to be used only for your own work within your Organization. This right continues until either you or we terminate this agreement.

Payment Processing

We use a third-party payment processor (the "Payment Processor") to process any payments made through the Site. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to these Terms. Company is not responsible for these financial transactions, the security of your financial information with respect to these transactions, and any errors by the Payment Processor. You acknowledge and agree that we are not responsible for any unauthorized charges or other breach of your financial information and/or security.

By making payments through the Site, you agree to pay us—through the Payment Processor—all charges at the prices then in effect for any use of such payment processing in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your "Payment Method"). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer, or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due upon demand.

Modification of Terms of Service

We reserve the right to update the Terms from time-to-time with advance notice to Organizations. Any changes to these Terms will be included in a revised version accessible through the Site. Your continued use of the Site following posting of any changes to these Terms constitutes your unconditional acceptance and agreement to be bound by the changed terms. Accordingly, we urge you to review these Terms at the start of each use of the Site. If you do not agree to these revised Terms of Use, do not access or use the Site.

Rights and License in and to Content and User Activity

We may make available on or through the Site certain information, communications, data, text, software, music, sound, photographs, graphics, videos, messages, or other materials, including materials derived from third party data, information, and other materials via machine learning or other technology ("Content"). We may also make available on or through the Site certain services, features, or sections that allow users to post or upload Content to the Site. You acknowledge and agree that all such Content, whether publicly posted or private transmitted, is the sole responsibility of the person from which such Content originated, and that you, and not Company, are solely responsible for all Content that you upload, post, email, transmit, or otherwise make available through the Site or any related services.

You represent and warrant that you own or otherwise control all the rights, titles, and interests to any Content that you upload, transmit, or otherwise make available through the Site, that use of any Content you provide does not violate the intellectual property rights or any other rights of any third parties, and that use of Content you provide will not cause injury to any person or entity.

Without limiting the foregoing, you represent and warrant that you will not: (a) provide any Content that is unlawful (according to local, state, federal or international law) or any Content that advocates illegal activity; (b) provide any Content that is defamatory, false, or libelous, or that contains unlawful, harmful, threatening, harassing, discriminatory, abusive, profane, pornographic or obscene material; (c) provide any Content that you do not have a right to provide under law or under a contractual or fiduciary relationship; (d) violates the intellectual property rights of other; (e) provide any Content that contains software viruses or other harmful devices; or (f) impersonate any other person or entity or forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content you provide.

When you post or submit User Content to the Site, you hereby grant Lyceum a limited license to use such User Content solely for the purpose of (i) providing and improving the Service, (ii) addressing technical issues and bugs, (iii) complying with legal obligations, and (iv) as otherwise explicitly permitted in our agreements with your Organization. This license shall be non-exclusive and shall last only for the duration necessary to provide the Service to you and your Organization.

Important Distinction Between User Content and Organizational Data: For clarity, any information that could reasonably be considered your Organization's confidential, proprietary, or sensitive business information shall be classified as "Organizational Data" even if submitted by an individual user. All Organizational Data shall remain the exclusive property of Organizations that provide such data. Lyceum's use of Organizational Data is limited to providing the Service to the Organization and as explicitly permitted in our agreements with the Organization. For clarity, Organizational Data includes, but is not limited to, proprietary training materials, confidential business information, employee records, trade secrets, intellectual property, and other corporate data assets.

In cases where content could be classified as both User Content and Organizational Data, such content will be treated as Organizational Data for the purposes of ownership, licensing, and confidentiality. Lyceum will not claim any ownership rights or perpetual licenses to any information that could reasonably be considered confidential to your Organization.

You understand that due to the nature of machine learning, Content may not be unique across users and the Site may generate the same or similar Content. Responses that are requested by and generated for other users are not considered your Content.

You understand that by using the Site, you may be exposed to Content that is inaccurate, offensive, indecent or objectionable. You agree to use discretion before, and that you are solely responsible for any Losses in any way arising from or in connection with, relying on, publishing, sharing, or otherwise using Content in any manner, whether or not authorized. Under no circumstances will we be liable in any way for any Content or any Losses in any way arising from or in connection with any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Site.

Any conclusions, guidance, or opinions expressed in postings or other Content on the Site are not necessarily those of Company or its advertisers, sponsors, or affiliated or related entities. We make no representations or warranties regarding any Content posted to, accessed or obtained from, or otherwise included on or transmitted through the Site. We do not represent or guarantee the truthfulness, accuracy, or reliability of any Content or determine whether the Content violates the rights of others. You acknowledge that any reliance on material posted by other users will be at your own risk.

Company respects the confidentiality of Client interactions with the Service. We will not access, review, or monitor your Organizational Data except: (a) as required to provide the Service; (b) to address technical issues; (c) as expressly authorized by you in writing; (d) as required by applicable law; or (e) as necessary to protect our rights, property, or the safety of our users or the public. Any access to your Organizational Data will be limited to authorized personnel with a specific need for such access, and we will maintain detailed records of all such access.

You acknowledge that we may preserve Organizational Data if required to do so by law or in the good faith belief that such preservation is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Company, its users, or the public. In such cases, we will promptly notify you of such preservation unless prohibited by law.

Machine Learning and AI Usage

Our Service utilizes artificial intelligence and machine learning technologies to provide corporate training and related services. To be clear about how we use your data with these technologies:

No Training with Organizational Data: We do not use your Organizational Data to train our machine learning models. Your proprietary and confidential business information will never be used to improve or refine our AI systems for other clients or purposes.
Limited Usage of User Interactions: We may use deidentified patterns of user interactions (not the content of those interactions) to improve the Service. This limited use helps us enhance the user experience without compromising your confidential information. You may opt out of this use as described in the Deidentified Data section.
Similarity in Outputs: You understand that due to the nature of machine learning, responses generated by the Service may appear similar across different users when similar prompts are provided. This similarity does not indicate that your specific data has been used to generate responses for others.
Segmentation of Client Data: We maintain strict technical and organizational measures to ensure that one client's data and interactions cannot affect or influence the Service provided to other clients.

If you have specific concerns about AI or machine learning usage in relation to your data, we are happy to address these concerns through custom contractual terms appropriate for your Organization's needs.

Deidentified Data

We may create deidentified data from User Content by applying robust deidentification techniques that remove all personally identifiable information and any information that could reasonably be used to identify your Organization or its proprietary processes. However, we will not use Organizational Data for deidentification purposes.

We will only use such deidentified data for limited purposes including service improvement, research and development, and to enhance the user experience. We will not use deidentified data in ways that would be detrimental to your Organization's interests.

We take extensive measures to ensure that deidentified information cannot be re-identified, including technical, administrative, and contractual safeguards. We contractually prohibit recipients of deidentified information from attempting to re-identify individuals or organizations.

Your Organization may opt out of our use of deidentified data derived from your users' interactions with the Service by contacting us at privacy@lyceumlearning.ai.

Prohibited Use of Service

Except as expressly provided in these Terms, and without altering the scope of the license granted to you, you may not use the Services in a manner that:

Infringes or violates the intellectual property rights, rights of personality, data privacy, or any other legal rights of any person;
Violates applicable law, regulations, or the policies of your organization;
Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
Violates posted content restrictions for publicly accessible information areas, such as public profiles, bulletin boards, forums, or chat areas;
Is inconsistent with use in your position within your Organization, such as using the Services to create or offer commercial products or services unrelated to your Organization;
Jeopardizes the security of your account or anyone else's (such as allowing someone else to log in to the Services as you);
Attempts, in any manner, to obtain the password, account, or other security information from any other user;
Threatens the security of any computer network, or cracks any passwords or security encryption codes;
Runs processes that execute or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure or by introducing viruses or other malware into our systems);
Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services except as expressly permitted by law.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

Termination and Data Handling

You may terminate your use of the Service at any time by closing your account or by providing written notice to us. Upon termination or expiration of your subscription to the Service, your right to use the Service will immediately cease.

Upon termination or expiration of these Terms for any reason:

Return of Organizational Data: At your Organization's election, we will promptly return all Organizational Data in our possession in a standard, machine-readable format. We will work with you to ensure a smooth transition of your data.
Deletion of Organizational Data: Following the return of your Organizational Data or upon your written request, we will permanently delete all Organizational Data in our possession within thirty (30) days, including all copies, backups, and archives, except as prohibited by applicable law. Upon request, we will provide written certification of this deletion.
Deletion from Subprocessors: We will ensure that any subprocessors or third-party service providers that had access to your Organizational Data also delete such data in accordance with these Terms.
Survival of Certain Provisions: Some provisions of these Terms will survive termination, including confidentiality obligations, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
No Access to Generated Content: After termination, you will no longer have access to any content generated through the Service unless you have exported it prior to termination.

We will not retain your Organizational Data for any purpose after the completion of the deletion process described above, except as required by law or as necessary to resolve disputes or enforce our agreements.

Trial Periods and Beta Services

Lyceum may offer trial periods for certain services, allowing users to experience features prior to committing to a subscription. Such trial periods will be offered at Lyceum's discretion and will be subject to terms and conditions that may differ from those of the standard service agreement.

When you sign up for a trial period, we will provide you with specific terms for that trial, including:

The duration of the trial period
Any limitations on features or functionality during the trial
What happens at the end of the trial period (e.g., automatic conversion to paid subscription or termination)
Any payment information required to begin the trial

Beta services are provided as a preview of upcoming offerings and may contain bugs or experience disruptions. Users participating in beta services do so at their own risk and are encouraged to provide feedback to help improve the service. Beta services may be modified, suspended, or discontinued at any time without notice. Unless otherwise specified, beta services are provided "as is" without any warranties.

Rights regarding use of content you provide

If you choose to post any messages or other content in areas of the Services that are designed for public display or communication with other users (such as public profiles, bulletin boards, forums, or chat areas), you are responsible for ensuring that you own or otherwise have the rights to post such material.

Subprocessors and Service Providers

We may engage third-party subprocessors and service providers to help us deliver the Service. We understand that your Organization entrusts us with valuable and sensitive information, and we take that responsibility seriously when working with third parties.

Selection and Vetting: We thoroughly vet all subprocessors before engagement, conducting security and privacy assessments to ensure they maintain appropriate safeguards for your data.
List of Subprocessors: We will provide a complete list of our current subprocessors upon request. We will notify you at least 30 days before adding or replacing a subprocessor, giving you an opportunity to object to such changes.
Data Processing Agreements: We enter into data processing agreements with all subprocessors that access Organizational Data, ensuring they provide at least the same level of data protection as outlined in these Terms.
Liability: We remain fully liable for the acts and omissions of our subprocessors as if they were our own acts or omissions.
Data Transfer: We will not transfer Organizational Data to a subprocessor located outside your jurisdiction without providing appropriate safeguards and obtaining necessary consents.
Access Limitations: We restrict subprocessor access to Organizational Data to only what is necessary to provide the specific service they are engaged to provide.

Your Organization has the right to request information about our subprocessors' data protection practices and to audit our subprocessor management as it relates to your Organizational Data.

Lyceum IP

The intellectual property associated with the Service and all content provided by us on the Site, including but not limited to all patents, copyrights, and trademarks, are the exclusive property of Lyceum ("Lyceum IP"). By using the Service, you acknowledge and agree that you shall not copy, distribute, or produce any derivative works from the Lyceum IP without obtaining explicit prior written consent from us. The utilization of the Service, along with all content and components of the Lyceum IP, is strictly limited to professional business use by our Users in adherence to these Terms of Service and you may only use the Lyceum IP as expressly permitted in these Terms and for no other purpose. Any unauthorized use of any content or materials on the Site is strictly prohibited and may violate copyright, patent, and trademark laws, and/or the laws of privacy, publicity, and/or communications regulations and statutes.

The term "Lyceum IP" encompasses all existing and future content provided by the Service, which includes the underlying software, hardware, and technology enabling the Service (comprising Lyceum's proprietary code and any software from third parties), user interfaces, and all displayed or performed content on the Service such as texts, graphics, articles, photographs, images, illustrations. This also includes the design, structure, sequence, and overall aesthetic of the Services, together with all other intellectual property rights, like all Lyceum trademarks and marks ("Lyceum Marks").

Some products and processes offered on the Site may be covered by, or may be subject to, one or more patents and are subject to other trade secret and proprietary rights. Any and all products or processes on the Site are either the property of Lyceum or is used by us with the permission of its owner. You acknowledge that Lyceum is in the business of selling goods and agree that you will not file patent applications on the goods, or processes and methods of using the goods. You further agree that in any event, any such patents will not be asserted against Lyceum or its customers based upon purchase and use of such products provided on the Site.

The Lyceum IP is safeguarded by copyright and other applicable intellectual property laws. No rights of ownership pertaining to any intellectual property within our Service or the Lyceum IP are transferred to you upon usage of our Service. It is agreed that all intellectual property rights in the Lyceum Service and Lyceum IP, excluding User Content and Organizational Data (as defined above), remain the property of Lyceum. No provision of these Terms provides the license to use any Lyceum Marks.

You are prohibited from, and agree not to permit any third party to, engage in the following:

Operating, renting, modifying, distributing, licensing, leasing, lending, distributing, or selling the Lyceum Service or Lyceum IP.
Creating or supporting, or assisting others in creating or supporting, products or services that compete with Lyceum, or using the Lyceum Service to develop a product with similar ideas, features, functions, interfaces, or graphics.
Employing, saving, copying, reproducing, publicly displaying, editing, adapting, translating, publishing, transmitting, distributing, performing, uploading, generating derivative works from, displaying, licensing, selling, or otherwise exploiting the Lyceum IP beyond the scope explicitly allowed under these Terms.
Decompiling, reverse engineering, disassembling, or attempting to derive the source code of any Lyceum IP.
Circumventing or disabling security-related features that prevent or restrict use or copying of any User content or Lyceum IP or enforce limitations on the Lyceum Service, User content, or Lyceum IP.
Removing, obscuring, or altering any legal notices, including copyright and trademark notices, displayed with our Services or on any products or merchandise, or otherwise using the Lyceum IP in a way that suggests it is your own.

DMCA Notice

We respect the intellectual property rights of others and expect users to do the same. In appropriate circumstances, and at our sole discretion, we may terminate and/or disable access to and use of the Site by users suspected of infringing the copyrights (or other intellectual property rights) of others. Additionally, in appropriate circumstances, and in our sole discretion, we may remove or disable access to material on any of our websites or hosted on our systems that may be infringing or the subject of infringing activity.

In accordance with the Digital Millennium Copyright Act of 1998, 17 U.S.C. § 512 ("DMCA"), we will respond promptly to claims of copyright infringement reported to our agent designated to receive notifications of infringement claims ("Designated Agent"). If you are a copyright owner (or authorized to act on behalf of the owner) and believe that your copyrighted work has been infringed, please submit a written notice to our Designated Agent that substantially includes the following:

(i) A physical or electronic signature of a person authorized to act on behalf of the copyright owner;

(ii) Identification of the copyrighted work claimed to have been infringed;

(iii) Identification of the material that is claimed to be infringing and information reasonably sufficient to help us locate the material;

(iv) Information reasonably sufficient to permit us to contact you, such as a mailing address, telephone number, and email address;

(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) A statement that the information in the notice is accurate, and under penalty of perjury, that you are the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.

The written notice, along with any accompanying items, must be submitted to our Designated Agent at:

ATTN: DMCA Agent (Legal Dep't) Lyceum AI, Inc. 20 S Elm Street Oxford OH, 45056

If you send your notice by email, please make sure to write "DMCA Copyright Notice" in the subject line. We will investigate notices of copyright infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.

Correction of Errors and Inaccuracies; Limitation on Services

The information on the Site may contain typographical errors or inaccuracies, and may not be complete or current. Company therefore reserves the right to correct any errors, inaccuracies, or omissions, and to change or update information at any time without prior notice. Please note that such errors, inaccuracies, or omissions may relate to service descriptions, pricing, and availability. Company also reserves the right to limit the scope of services (including after you have submitted your request). Company apologizes for any inconvenience this may cause you.

Links to Third Party Sites

The Site may contain links to third-party websites or other resources, which we may have no direct control and all of which may have their own set of rules and guidelines for usage of their sites and services. Company does not endorse, and we shall not be responsible or liable for, any content, advertising, products, or other materials on or available from such sites or resources.

For your protection, please refer to the terms of service and privacy policies of those respective websites. You acknowledge, understand, and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of, or reliance on, any such content, goods, or services available on such other websites. Company shall not be liable for any errors or delays in the content, goods, or services available on such other websites, or for any actions taken or not taken in reliance thereon. The links are provided "as is" and use of such links is at your own risk.

Acknowledgement for regulated industries

If you are agreeing to these Terms on behalf of an organization in a regulated industry (such as healthcare, finance, government, etc.), Lyceum acknowledges that mandatory regulations may limit or supersede certain terms and conditions and agrees that such regulations will control over any conflicting provisions of these Terms.

For Organizations in regulated industries, the following special provisions apply:

Healthcare Organizations: If you are subject to the Health Insurance Portability and Accountability Act (HIPAA), we acknowledge that any protected health information processed through our Service may be subject to additional protections. While we are not typically acting as a Business Associate, if our relationship requires such designation, please contact us to execute an appropriate Business Associate Agreement.
Financial Organizations: If you are subject to financial regulations (such as those from the SEC, FINRA, or similar regulatory bodies), we understand your compliance obligations regarding data security, record retention, and confidentiality. These regulatory requirements will supersede any conflicting terms in this agreement.
Government Organizations: If you are a government entity, certain provisions regarding indemnification, arbitration, or governing law may not apply to you based on applicable laws.

It remains the responsibility of the Organization to inform Lyceum of any applicable regulations that may affect the use of our services. This can be done by contacting us at compliance@lyceumlearning.ai with details about your specific regulatory requirements. We will work with you to ensure our services can be used in compliance with your regulatory obligations.

This section aligns with and complements the data protection and privacy measures described in our Privacy Policy. The data handling practices outlined in the Privacy Policy will be implemented in accordance with applicable regulatory requirements for your industry.

Confidentiality

In addition to the protections provided for Organizational Data, you acknowledge that through your use of the Service, you may have access to confidential information that is not publicly available. You agree to maintain the confidentiality of such information and not to disclose it to any third party without the express written consent of Lyceum or the Organization that owns such information. This confidentiality obligation survives the termination of these Terms.

Disclaimer of Warranties

THE SITE, ITS CONTENT, AND ANY ASSOCIATED SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS. INFORMATION ACCESSIBLE THROUGH THE SITE IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND FOR YOUR CONVENIENCE. YOUR USE OF AND RELIANCE ON THE SITE AND ANY CONTENT AVAILABLE IS AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT INFORMATION TRANSMITTED THROUGH THE INTERNET IS NEVER COMPLETELY SECURE.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, COMPANY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, STATUTORY, OR OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF CONTENT, AND OF NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING THROUGH COURSE OF DEALING,USAGE, OR TRADE. COMPANY IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, PHOTOGRAPHY OR ANY OTHER CONTENTS ON THE SITE.

COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, TO THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THE SITE, OR TO THE FUNCTIONALITY OF ANY SERVICES ASSOCIATED THEREWITH. COMPANY FURTHER MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SITE WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR THAT THE SITE WILL MEET YOUR REQUIREMENTS. COMPANY FURTHER MAKES NO REPRESENTATIONS OR WARRANTIES THAT COMMUNICATIONS BETWEEN YOU AND COMPANY, OR ANOTHER USER OF THE SITE, WILL BE SECURE FROM INTERFERENCE, VIRUS-FREE, OR FREE OF OTHER HARMFUL COMPONENTS.

THE SITE IS CONTROLLED, OPERATED, AND ADMINISTERED BY COMPANY FROM ITS OFFICES WITHIN THE UNITED STATES. COMPANY MAKES NO WARRANTY OR REPRESENTATION THAT MATERIAL AVAILABLE THROUGH THE SITE IS LEGAL, APPROPRIATE, OR AVAILABLE FOR USE OUTSIDE THE UNITED STATES. IF YOU ACCESS THE SITE FROM A LOCATION OUTSIDE THE UNITED STATES, YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS AND COMPANY ACCEPTS NO RESPONSIBILITY FOR SUCH ACCESS. ANY OFFER FOR ANY SERVICE OR PRODUCT MADE IS VOID WHERE PROHIBITED.

DON'T RELY ON THE CONTENT FOR MEDICAL, LEGAL, FINANCIAL, OR OTHER PROFESSIONAL ADVICE. ANY CONTENT REGARDING THOSE TOPICS IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR ADVICE FROM A QUALIFIED PROFESSIONAL.

Limitations of Liability

NEITHER COMPANY NOR ANY OF COMPANY'S EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, DISTRIBUTORS, OR LICENSORS WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTORY OR OTHERWISE), ARISING FROM OR OTHERWISE RELATED TO YOUR USE OF, OR INABILITY TO USE, THE SITE OR THE ASSOCIATED SERVICES, INCLUDING BUT NOT LIMITED TO: (1) DEATH, PERSONAL INJURY, PROPERTY DAMAGE, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOST DATA ,OR LOST PROFIT; (2) ATTORNEYS' FEES; OR (3) ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, COMPANY WILL NOT BE LIABLE FOR ANY DAMAGE TO YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESSING OR USE OF, OR INABILITY TO USE, THE SITE, OR FROM YOUR DOWNLOADING OF ANY CONTENT OR MATERIALS FROM THE SITE, OR FOR ANY DAMAGES ARISING OUT OF A THIRD PARTY'S UNAUTHORIZED ACCESS TO AND USE OF YOUR PERSONAL INFORMATION STORED ON COMPANY'S COMPUTERS AND/OR SERVERS. COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND THAT YOU ALLEGE ARISE OUT OF OR ARE RELATED TO YOUR USE OF COMPANY'S SITE AND ASSOCIATED SERVICES.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY, OR ITS PARENT, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, DISTRIBUTORS, OR LICENSORS—WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY—ARISING OUT OF OR RELATING TO THE USE OF THE SITE EXCEED $100.

CERTAIN STATE 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, EXCLUSIONS OR LIMITATION MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Indemnification and Remedies

You agree to indemnify, defend, and hold harmless Company and its employees, subsidiaries, affiliates, agents, representatives, distributors, and licensors, from and against any claim, judgment, demand, damages, cost, expenses, and liabilities, including reasonable attorneys' fees (collectively, the "Losses"), which may arise from or be related to: (a) your use of the Site or Content; (b) Content you post or submit to the Site; or (c) your breach of any provision of these Terms or any warranty provided hereunder. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

You agree that if you are dissatisfied with the Site or any services offered in connection with the Site, do not agree with any part of these Terms, or have any other dispute or claim with or against Company with respect to these Terms or the Site, your sole and exclusive remedy is to discontinue using the Site.

Governing law; Venue; mandatory arbitration of disputes

These Terms shall be governed by the laws of the State of Ohio without regard to conflicts of laws provisions, save for applicable federal law such as the Federal Arbitration Act. The parties agree that any action or proceeding arising out of these Terms or your use of the Site, whether at law or in equity, must be brought in the state or federal courts located in Butler County, OH and you hereby irrevocably and unconditionally consent to the exclusive personal jurisdiction of such courts. You further agree to file any cause of action with respect to these Terms within one (1) year after the cause of action arises. You agree that a cause of action filed after this date is barred.

Any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association and the International Centre for Dispute Resolution in accordance with its applicable Consumer Arbitration Rules www.adr.org, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. YOU AND WE AGREE TO WAIVE THE RIGHT TO A JURY TRIAL, AND ALSO THE RIGHT TO PROCEED IN A REPRESENTATIVE OR CLASS ACTION MANNER, AND CLAIMS WILL BE HEARD ON AN INDIVIDUAL BASIS ONLY BY A QUALIFIED ARBITRATOR.

The arbitration will be based on the submission of documents and there shall be no in-person or oral hearing unless so ordered by the arbitrator. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute. The arbitrator shall not award consequential damages in any arbitration initiated under this section. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

Severability

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent necessary, and the remaining provisions of these Terms will continue in full force and effect.

Complete Agreement

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and Lyceum regarding your use of and access to the Service, and except as expressly permitted above may be amended only by a written agreement signed by authorized representatives of all parties to these Terms. You may not assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent.

Waiver

The failure of Lyceum to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Lyceum.

Confidentiality

Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms due to causes beyond the party's reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, epidemics, pandemics, or shortages of transportation facilities, fuel, energy, labor or materials.

Contact us

You may contact us by email at contact@lyceumlearning.ai, or by writing to us at Lyceum AI, 20 S Elm St, Oxford OH, 45056.

If you have any questions about these Terms of Use, please contact us at the information provided above.