The functionality of the Platform is described below:
- Learning Network: the ZilLearn learning network is an online platform that allows Content Creators (defined below) to publish and/or sell their content which may include instruction, tutoring, and learning services (“Courses”), free or for a fee in our proprietary online learning environment to learners (“Learners”);
- Knowledge Exchange: the ZilLearn knowledge exchange is an online platform that allows Content Creators to publish and/or sell their content (“Content”), free or for a fee to be adopted or adapted by other Content Creators who may then re-publish and/or re- sell such Adopted Content or Adapted Content: (i) as a Course for Learners on the Learning Network; or (ii) as Content for other Content Creators on the Knowledge Exchange;
- Channels: Users (defined below) have their own channel consisting of a profile with information on the Users and an area where the Users can publish and/or sell Courses or Content. Users will be automatically assigned their own channel when they sign up for a ZilLearn account (known as a “User Account”) and verify their email;
- Content Creators: the participating institutions, individuals and companies that publish and/or sell Courses on the Learning Network or Content on the Knowledge Exchange. As a Content Creator on the Knowledge Exchange, you will have the option to enable other Content Creators to re-publish your Content either: (i) in an adopted format (“Adopted Content”), meaning that the other Content Creator re-publishes your Content on the Learning Network without any adaptation or modification for Learners; or (ii) in an adapted format (“Adapted Content”) after making adaptations or modifications to such Content, meaning that the other Content Creator re-publishes your Content on the Learning Network or the Knowledge Exchange;
- Content Adopters: Content Creators become Content Adopters when they publish Adopted Content on the Learning Network;
- Content Adapters: Content Creators become Content Adapters when they publish Adapted Content on either the Learning Network or the Knowledge Exchange;
- Users: Users of the Platform (defined below), including both Content Creators and Learners (the same person can be both a Content Creator and a Learner on the Platform in different contexts);
- Platform Services: the services provided to Users on the Platform, free or for a fee, including translation, transcription, storage and any other services from ZilLearn, its partners or Content Creators;
- Platform: the ZilLearn online Learning Network and Knowledge Exchange platform which comprises applications and other proprietary software platforms and algorithms used to host, transmit and make the Courses and Content available to Users;
- Services: the Platform and any other services and functionalities available to Users on the Platform.
The Services enable: (i) Users to access and purchase Platform Services from ZilLearn; (ii) Learners to connect with Content Creators on the Learning Network to access and/or purchase Courses; (iii) Content Creators to connect with other Content Creators on the Knowledge Exchange to access and/or purchase Content; and (iv) Users to connect with other Users via public walls, social forums or direct messaging functionality on the Platform.
By continuing to access ZilLearn’s Services, you agree to comply with and be bound by these Terms. The terms “ZilLearn”, “we”, “us”, and “our” refer to ZilLearn, Inc. The term “You” or “your” refers to the entity or individual who is accessing ZilLearn’s Services pursuant to these Terms.
Please read these Terms and Policies carefully, and contact us if you have any questions.
Please read these Terms carefully before accessing or participating in any of our Services.
ZilLearn reserves the right to revise these Terms at its sole and absolute discretion at any time by posting the changes on our Services. Changes become effective immediately after posting. You are deemed to accept these changes by your continued use of our Services after the changes become effective. You should visit our Services regularly to ensure you are aware of the latest version of the Terms. Notwithstanding the foregoing, no revision to these Terms will apply to any dispute between you and ZilLearn that arose prior to the date of such revision.
ZilLearn may modify the Services or discontinue their availability at any time. You are solely responsible for all service, telephony, data charges and/or other fees and costs associated with your access to and use of the Services, as well as for obtaining and maintaining all telephone, computer hardware, and other equipment required for such access and use.
B. Age Restrictions
Registration and participation on the Services are restricted to individuals over eighteen (18) years of age, or those who possess legal parental or guardian consent, and are fully able and competent to enter into and be bound by these Terms. By registering or participating in our Services, you hereby represent and warrant that you are over eighteen (18) years of age, or in possession of consent by a legal parent or guardian and have the authority to enter into and be bound by these Terms.
In addition, those who wish to register and participate must meet the minimum requirements laid out in these Terms. If you do not qualify or do not agree to these Terms, you cannot access and/or use our Services.
C. User Accounts
In order to fully participate in all Services, you must register for a personal account on the Services (a “User Account”) by providing your first name and last name, a valid email address and a password or a valid mobile number and a password or alternatively, you can also sign in via your Facebook, Google+ or LinkedIn account for a User Account.
You agree that you will not divulge or share access or information in respect of your User Account with any third party for any reason. Your User Account is non-transferable and no one else but you may access and/or use your User Account. In the event that you allow a third party, including a natural person who is a minor, to access and/or use your User Account (the “Unauthorised User”), you acknowledge and agree that you shall be fully responsible and liable for all actions of such Unauthorised User, including the consequences of all actions on the part of the Unauthorised User which breach these Terms.
You also acknowledge and agree that you will create, use, and access only one User Account, and that you will not access the Services using multiple User Accounts. In setting up your User Account, you may be prompted or required to enter additional information, including but not limited to, your name and location. Additional information may be required to confirm your identity. You represent that all information provided by you is accurate, current and complete and you acknowledge and agree that you will maintain and update your information to keep it accurate, current and complete. You acknowledge and agree that if any information provided by you is untrue, inaccurate, not current or incomplete, we reserve the right to terminate your use of the Services.
D. Electronic Notices
By using the Services and/or communicating with ZilLearn, you agree that ZilLearn may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Services or these Terms. If ZilLearn learns of a security system’s breach, ZilLearn may attempt to notify you electronically by posting a notice on the Services or sending an email to you.
E. Establishment of User to User Relationship
Services may include forums and discussion groups containing the personal opinions and other expressions of the Users who post entries on a wide range of topics. Neither the User Content (as defined below) on the Services, nor any links to other websites, are screened, moderated, approved, reviewed or endorsed by ZilLearn or its partners. By posting to or viewing such forums or discussion groups, you acknowledge and agree that neither ZilLearn nor any of its partners are responsible or liable for the content of any postings therein. ZilLearn reserves the right (but is not obliged) to remove any content from such forums in our absolute discretion.
The Services may give you access to links to third-party websites maintained or controlled by entities other than ZilLearn (“Third Party Sites”). You acknowledge and agree that neither ZilLearn nor its partners are responsible for nor do they routinely screen, approve, review or endorse any of these Third Party Sites and do not control them in any manner. Accordingly, you acknowledge and agree that ZilLearn and its partners do not and cannot assume any responsibility or liability associated with your access or use of such Third Party Sites. You further acknowledge and agree that it is your responsibility to take appropriate steps to determine whether accessing a Third Party Site is appropriate or safe, and to protect your personal information, privacy, computer, mobile device or any files therein on such Third Party Sites without any reference whatsoever to ZilLearn and its partners.
G. Limitation of Liability
You acknowledge and agree that ZilLearn will not be liable to you for any loss or damages, either actual or consequential, arising out of or relating to these Terms, or to your (or any third party’s) use of or inability to use the Services, or to your placement of content on the Services, or to your reliance upon information obtained from or through the Services. In particular, you acknowledge and agree that ZilLearn will have no liability for any consequential, indirect, punitive, special or incidental damages, whether foreseeable or unforeseeable, or for any loss or damage arising from claims for defamation, errors, loss of data or interruption of data and/or personal data breach, loss of revenue, loss of business arising out of or relating to these Terms, whether based in contract, tort, statutory or other law, even if ZilLearn or its representatives have been advised of the possibility of such damages. Some jurisdictions do not allow the limitation or exclusion of liability so some of the limitations may not apply to you.
In no event shall the total liability of ZilLearn, its partners and Content Creators to you in any calendar year for all damages, losses, and causes of action arising from the Terms and/or your use of the Services exceed, in the aggregate, the total amount paid by you to ZilLearn, its partners and Content Creators for Courses, Content and any Platform Services purchased during such calendar year (the “Stated Limit”). Notwithstanding the foregoing and where applicable, you acknowledge and agree that insofar as such liability for supply of Services may not be excluded, then to the maximum extent permitted by law, such liability is limited, at ZilLearn’s exclusive option (the “Supply Option”), to:
(i) resupply of the Services; or
(ii) payment of the cost of having the Services supplied again.
For the avoidance of doubt, ZilLearn’s Supply Option may be exercised by ZilLearn as an alternative to but not in addition to the Stated Limit.
Nothing in this Agreement shall exclude or limit liability for death or personal injury caused by the negligence of ZilLearn.
H. Payment for Courses, Content & Platform Services
If you elect to access or use Services that involve payment of a fee by you as a purchaser of Courses, Content or Platform Services on the Platform, then you agree to pay and will be responsible for payment of that fee and all prevailing US taxes or taxes from any other relevant jurisdiction, including any applicable sales taxes associated with such access or use.
I. Selling of Content, Courses & Other Services
If you elect to sell Content, Courses or other services on the Platform, then you agree to the deduction of any fees or revenue share that are due to ZilLearn, its partners or Content Creators from any revenue generated by you on the Platform (as such fees or revenue share may be specified on the Platform).
Any revenue generated by you on the Platform will only be available for withdrawal through your Payment Gateway Account (as defined below) after forty five (45) days from the point of sale, to accommodate the thirty (30)-day ‘free of charge’ refund request period available to the purchaser of the Course, Content or Platform Services. Withdrawal of funds from your Payment Gateway Account is subject to having a de minimis balance of US$20 in such account.
You are responsible and liable for the reporting and filing of any tax returns and the payment of any taxes that are applicable to you in relation to any fees or revenue share collected by you on the Platform in any relevant jurisdiction.
ZilLearn, Inc., the operator of the Platform, has a duty to comply with applicable tax reporting obligations, which may necessitate the collection of information about you and any payments made to you in relation to anything sold by you on the Platform. You acknowledge and agree to the sharing of this information with any relevant tax authorities for the purposes of our compliance with such reporting obligations.
Specifically, as ZilLearn is based in the USA which necessitates compliance with the Internal Revenue Service (“IRS”) regulations, regardless of where you are located, you may be subject to applicable US taxes (including but not limited to withholding and income taxes) for revenue generated by you on the Platform from purchases made by customers in the USA.
J. Third Party Payment Gateway
ZilLearn works with a third party payment gateway processing service (“Payment Gateway”) which allows you to connect an e-wallet facility to your User Account. You are able to make payment for Courses, Content and Platform Services using a variety of payment methods. However, in order to receive payments from other Users for Courses, Content and other services sold by you on the Platform you will need to set up an account with the Payment Gateway provider (your “Payment Gateway Account”). As your Payment Gateway Account is set up to be wholly and exclusively linked to your User Account, it can only receive payments when your User Account is operational. In the event your User Account will be closed and deleted, your Payment Gateway Account will have to be closed and deleted as well. Any monies remaining in your Payment Gateway Account will then be transferred to your designated payout banking account or debit card, subject to meeting various terms and conditions regulating payouts.
Payouts from your Payment Gateway Account will be subject to the minimum withdrawal limits, withdrawal fees, payment timescales publicised by such Payment Gateway provider from time to time (which may differ depending on your country of residence) and minimum depository limits stipulated by your payout bank. The minimum withdrawal limit will not be applicable in the case of a final payout upon closure of your Payment Gateway Account except that your account balance must not be in negative after deduction of withdrawal fees and/or your withdrawal amount must meet the minimum depository limit stipulated by your payout bank, failing which, your Payment Gateway Account will be closed with no final payout to be made.
Your use of your Payment Gateway Account will be subject to the Payment Gateway provider’s terms and conditions of service. We have no control over such third party provider and accept no legal responsibility or liability for the services that they provide. Your Payment Gateway Account may also be subject to other fees and charges that are imposed by the third party Payment Gateway provider as publicised by them from time to time.
Details of the current Payment Gateway provider supporting the e-wallet payment processing function on the Platform and a link to their terms and conditions of service can be found here: https://stripe.com/en-us/legal.
K. Foreign Currency
ZilLearn offers users a thirty (30)-day guarantee on Courses purchased on the Web Platform by Learners. The guarantee period of refund (“Refund Period”) commences on the date you paid for access to the Course and applies provided that you have not downloaded any of the content of the Course for offline learning or accessed more than 40% of the content of the Course.
ZilLearn offers users a fourteen (14)-day guarantee on Content purchased on the Web Platform by Content Creators. The Refund Period commences on the date you paid for access to the Content and applies provided that you have not published any of the Content on the Platform.
ZilLearn offers users a fourteen (14)-day guarantee on Content purchased on the Platform by Content Creators. The guarantee period commences on the date you paid for access to the Content and applies provided that you have not published any of the Content on the Platform.
For purchases made via the ZilLearn mobile application, the Refund Period is governed by the refund policy of the iOS application and Android application.
You may be able to activate a refund through your original payment method during the refund period in the table below (subject to the terms and conditions of the payment processing provider). Please activate any other refund request on the Platform by raising a ticket with our helpdesk if you are unable to activate a refund through your original payment method. ZilLearn reserves the right in our sole discretion to suspend or terminate your account and refuse or restrict your use of our Services, without any liability to you if we believe that you are abusing our refund policy.
|Payment Method||Courses or Content – Refund Period (Original Payment Method)||Courses – Refund Period (ZilLearn Helpdesk)||Content – Refund Period (ZilLearn Helpdesk)|
|Debit or Credit Card via the Web Platform||N/A||30 days||14 days|
|All supported payment methods through the iOS Application||14 days||N/A||N/A|
|All supported payment methods through the Android Application||2 days||N/A||N/A|
Once a refund has been processed, you will no longer have access to the Course or the Content (including any modifications you may have made to such Content) through your User Account. Your learning progress will also be removed from your User Account.
M. User Material Submission
The Services may provide you with the ability to upload certain information, text or materials, including without limitation, any information, text or materials you post on the Services’ public forums or groups (“User Content”). With respect to User Content you submit or otherwise make available in connection with your use of the Services, and subject to these Terms, you acknowledge and agree that you shall irrevocably waive any and all rights, including Intellectual Property Rights in respect of such User Content and that you irrevocably permit ZilLearn, its partners and other Content Creators the unfettered right to use, distribute, sublicense, reproduce, modify, adapt, publicly perform and publicly display such User Content. To the extent that you provide User Content, you represent and warrant to ZilLearn, its partners and other Content Creators that (a) you have all necessary rights, licences and/or clearances to provide and use such User Content and permit ZilLearn, its partners and other Content Creators to use such User Content as provided by you; (b) such User Content is accurate and reasonably complete; (c) as between you and ZilLearn, you shall be responsible for the payment of any third party fees related to the provision and use by you of such User Content; and (d) such User Content provided by you does not and will not infringe or misappropriate any third party rights (including without limitation, privacy, publicity, intellectual property and any other proprietary rights, such as copyright, trademark and patent rights), intellectual property laws or constitute a fraudulent statement or misrepresentation or unfair business practice.
The Services may also provide you with the ability to upload or send information to ZilLearn regarding the Services or related services (“Feedback”). Subject to these Terms, by submitting the Feedback through our Contact Us page, you acknowledge and agree that you shall irrevocably waive any and all rights, including Intellectual Property Rights in respect of such Feedback and hereby grant ZilLearn and its partners the unfettered right to use, disclose, reproduce, distribute, sublicense, prepare derivative works of, publicly perform and publicly display any such Feedback (if applicable).
N. Governing Law and Jurisdiction
Services are managed by ZilLearn, incorporated in the USA. Both ZilLearn and you agree that any disputes arising out of or relating to these Terms, whether based in contract, tort, statutory or other law, will be governed by the law of the State of Delaware. Both ZilLearn and you further acknowledge and agree to submit to the non-exclusive jurisdiction of the courts of the State of Delaware.
You acknowledge and agree to indemnify, defend and hold harmless ZilLearn, its partners, and the Content Creators, their respective subsidiaries and affiliates, and each of their respective officers, directors, agents, employees, and assignees from any and all claims, liabilities, expenses and damages, including reasonable legal costs, made by any third party relating to or arising out of (a) your use or attempted use of the Services in violation of these Terms; (b) your violation of any law or rights of any third party; or (c) information that you post or otherwise make available on the Services, including without limitation, any claim of infringement or misappropriation of intellectual property or other proprietary rights.
P. Termination Rights
You acknowledge and agree that ZilLearn and/or the partners and/or the Content Creators may, at its/their sole discretion, terminate your access and/or use of the Services or your participation in the same, without the need to provide you with any reasons whatsoever, and that ZilLearn and/or its partners and/or the Content Creators shall not have any liability to you whatsoever for any such action. You further acknowledge and accept that for the purpose of any Course, your sole relationship with ZilLearn and/or the partners and/or the Content Creators is as defined in these Terms (and any specific terms you agree to on subscribing for or purchasing Courses, Content and Platform Services on the Platform). You further agree that ZilLearn has the right to cancel, delay, reschedule or alter the format of any Services at any time, and that ZilLearn and/or its partners and/or the Content Creators shall not have any liability to you whatsoever for any such action.
You may delete your User Account from the Platform at any time (deletion of your User Account will delete your Payment Gateway Account connected to it). You may request that we reinstate your User Account if you change your mind. However, we will only be able to recover your User Account for a period of thirty (30) days. After the thirty (30)-day period, we will not be able to recover your User Account for you.
Q. Right of Modification
You acknowledge and agree that we reserve the right to change or modify these Terms at our absolute and sole discretion at any time. Any change or modification to these Terms will be effective immediately upon posting by us. For any material changes to these Terms, we will take reasonable steps to notify you of such changes. In all cases, your continued use of the Services after publication of such modifications, with or without notification, constitutes binding acceptance by you of these modified Terms.
II. COPYRIGHT, TRADEMARK & INTELLECTUAL PROPERTY POLICY
A. Intellectual Property, Copyright & Trademark
The Services contain, without limitation, codes, software, graphics, images, layouts, arrangements, displays, illustrations, audio and video clips, HTML files and other materials protected by copyrights or other proprietary rights and laws owned by ZilLearn, its affiliates, licensors, partners and/or Content Creators (collectively, the “Proprietary Material”). Any use of such Proprietary Material other than as permitted herein is expressly prohibited without the prior permission of ZilLearn and/or the relevant partner(s) and/or Content Creators in writing.
The trademarks, service marks, and logos (the Trademarks) used and displayed on or in our Services are the registered or unregistered Trademarks of ZilLearn or of its partners or third parties (including the Content Creators), and are protected pursuant to USA and/or foreign trademark laws. All rights are reserved and you may not alter or obscure the Trademarks, or link to them without our prior written approval or the written approval of the owner of the relevant Trademark.
B. Use of our Services as a Learner
You acknowledge and agree that you will download from the Services only Proprietary Material which ZilLearn and/or the partner(s) and/or the Content Creator(s) have authorised you to download and in accordance with these Terms and only for your own personal, non-commercial use. You may not otherwise copy, reproduce, retransmit, distribute, publish, commercially exploit or otherwise transfer any Proprietary Material, nor may you modify or create derivatives works of the material.
C. Use of our Services as a Content Creator
You acknowledge and agree that you will download from the Services only Proprietary Material which ZilLearn and/or the partner(s) and/or the Content Creator(s) have authorised you to download and in accordance with these Terms and only for such use as may be authorised by the relevant Content Creator. You may not otherwise copy, reproduce, retransmit, distribute, publish, commercially exploit or otherwise transfer any Proprietary Material, nor may you modify or create derivatives works of the material other than as Adopted Content or Adapted Content on the Platform.
D. Submission of Content and/or Courses as a Content Creator
The Services provide you with the ability to upload Courses on the Learning Network and/or Content on the Knowledge Exchange (“Published Content”). With respect to Published Content you submit or otherwise make available in connection with your use of the Services, and subject to these Terms, you acknowledge and agree that you shall irrevocably waive any and all rights, including Intellectual Property Rights in respect of such Published Content and that you irrevocably permit ZilLearn, its partners and other Content Creators the unfettered right to use, distribute, sublicense, reproduce, modify, adapt, publicly perform and publicly display such Published Content on the Platform in accordance with the purposes for which it was published.
By providing Published Content on the Knowledge Exchange, you are irrevocably permitting ZilLearn, its partners and other Content Creators to use your Content for the purposes that you determine when publishing the Content as follows: “for adoption only”, “for adaptation only” or “for both adoption or adaptation” to create Adopted Content and/or Adapted Content for publication and/or sale on the Platform.
To the extent that you provide Published Content, you represent and warrant to ZilLearn, its partners and the other Content Creators that: (a) you have all necessary rights, licences and/or clearances to provide and use such Published Content and permit ZilLearn, its partners and other Content Creators to use such Published Content as provided by you; (b) such Published Content is accurate and reasonably complete; (c) as between you and ZilLearn, you shall be responsible for the payment of any third party fees related to the provision and use by you of such Published Content; and (d) such Published Content provided by you does not and will not infringe or misappropriate any third party rights (including without limitation, privacy, publicity, intellectual property and any other proprietary rights, such as copyright, trademark and patent rights), intellectual property laws or constitute a fraudulent statement or misrepresentation or unfair business practice.
We reserve the right to remove any infringing content from the Services and to take any such other action as may be necessary to protect the rights of any such third party.
III. ACCEPTABLE USE POLICY
A. Rules for Online User Conduct
You agree to use the Services in accordance with these Terms and all applicable laws. Further, you acknowledge and agree that you will not use the Services for organised partisan political activities. You further acknowledge and agree that you will not e-mail or post any of the following content (“Prohibited Content”) anywhere on the Services, or on any other ZilLearn computing resources:
- Content that appears to be in an unfinished or nonsensical state, whether published intentionally or unintentionally
- Content that defames, harasses or threatens others
- Content that is likely to cause offence, embarrassment or annoyance to others Content that discusses illegal activities with the intent to commit such activities, or encourages others to commit such activities
- Content that infringes or misappropriates another’s Intellectual Property Rights, including, but not limited to, copyrights, trademarks or trade secrets
- Content that you do not have the right to disclose under contractual confidentiality obligations or fiduciary duties
- Content that is offensive, obscene, sexually explicit, discriminatory or deceptive
- Advertising, promotional materials, or any form of commercial solicitation
- Content that otherwise harms other users or visitors to the Services
- Content that is otherwise unlawful or that violates any applicable local, state, national or international law
ZilLearn reserves the right to remove any and all Prohibited Content from its Services. Subject to these Terms, copyrighted material, including without limitation software, graphics, text, photographs, sound, video and musical recordings, may not be placed on the Services without the express permission of the owner of the copyright in the material, or you being entitled to any other legal entitlement to use the material.
In addition, as a condition of accessing the Services, you agree not to (a) reproduce, duplicate, copy, sell, resell or exploit any portion of the Services other than as expressly allowed under these Terms; (b) use ZilLearn’s or any partner’s name, trademarks, server or other materials in connection with, or to transmit, any unsolicited communications or emails; (c) use any high-volume, automated or electronic means to access the Services (including without limitation, robots, spiders, scripts or web-scraping tools); (d) frame the Services, place pop-up windows over its pages or otherwise affect the display of its pages; or (e) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services.
Your User Account may be suspended or deleted from the Platform if you post Prohibited Content or engage in any activity prohibited by these Terms.
You acknowledge and agree that you will not access or attempt to access any other User Account that does not belong to you and/or misrepresent and/or mask or attempt to misrepresent and/or mask your identity to anyone while using the Services.
A. ZilLearn Personal Data Protection Statement
V. USER’S DECLARATION
All Users participating in the Courses are deemed to have declared that:
- you shall register for only one User Account;
- where applicable, the answers to assignments and quizzes submitted by you via the Services to the Content Creators as part of Course requirements are your own work (except for assignments that explicitly permit collaboration);
- you will not make solutions to assignments and quizzes submitted by you via the Services to the Content Creators as part of Course requirements available to anyone else (this includes both solutions written by you, as well as any official solutions provided by the Content Creators):
- where applicable, you shall not engage in any other activities that will dishonestly or fraudulently improve your results or dishonestly or fraudulently improve or hurt the results of others; and
- you shall comply with all Course requirements that ZilLearn or its partners or the Content Creators may stipulate and/or require, from time to time.