LMS Terms of Service
Effective: 24th May 2019
The Platform (as defined below) is being made available by MidAtlantic Employers’ Association to You on the condition that You agree to these terms and conditions (the “Agreement”). “You,” or “Your” refers to the person accessing or using the Platform, or, if the Platform is being used on behalf of an organization, such as your employer, “You,” or “Your” means such organization. If you are accessing the Platform on behalf of your organization, You represent and warrant that You have the authority to do so and to bind such organization to this Agreement. Violation of any of the terms below will result in the termination of this Agreement and Your access to the Platform. BY USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THESE TERMS AND ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE OWNER OF THIS ACCOUNT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE LEARNUPON PLATFORM.
MidAtlantic Employers’ Association’s licensed software is constantly evolving, and as such, it may change the terms of this Agreement from time to time. If a change to the terms occurs, then a new copy of this Agreement will be available at www.meainfo.org/terms-of-service at least thirty (30) days before the new version becomes effective. Your use of the Platform is subject to the most current version of the Agreement at the time of such use.
For purposes of this Agreement:
1.1 “Account” means Your Platform account and profile, accessed using Your unique username and password.
1.2 “Charge” means the charge payable by You in respect of the Plan to which You have subscribed as set out in the Agreement or any alternative pricing as may be agreed in writing with MidAtlantic Employers’ Association.
1.3 “Content” means all visual, audio and audio-visual content and materials that You or Your End Users post or upload to, or disseminate, distribute or transmit through, the Portal including all videos, pictures, photographs, text, sound clips, posts, comments, graphics, software, advice, recommendations, data, slides, images, files, links, information, chats, and any other content and materials.
1.4 “Data Protection Legislation” means all applicable laws and regulations relating to the processing of personal data and privacy including the General Data Protection Regulation 2016/679 (“GDPR”) and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated and the terms “data controller”, “data processor”, “process” and “personal data” shall have the meanings given to those terms in such data protection laws and regulations.
1.5 “Documentation” means any and all user manuals, instructions, videos, brochures or similar media relating to the use of the Platform made available by MidAtlantic Employers’ Association.
1.6 “End User” means any individual authorized to access and use Your Portal pursuant to, or in accordance with, an End User Contract. “End User”, as defined, is further limited to only the maximum number of End Users permitted by Your Plan.
1.7 “Intellectual Property Rights” means all intellectual property rights including rights in software and computer programs, copyrights, database rights, sui generis database rights, discoveries, concepts, domain names, patents, secret or other processes, technologies, know how, inventions, ideas, improvements, information, trade secrets, business methods, logos, documents, manuals, designs, trademarks, anywhere in the world existing now or in the future (whether any of the foregoing is registered or unregistered and including any application or right of application in relation to any of them).
1.8 “Plan” means the MidAtlantic Employers’ Association subscription plan to which You have subscribed, which includes the applicable charges and billing schedule for Your Plan, as agreed to by the parties.
1.9 “Platform” means the online learning platform accessible through app.learnupon.com, including all documentation, manuals, videos and software in or accessible through the Platform, excluding Your Content.
1.10 “Portal” means the Sub-Portals of the MidAtlantic Employers’ Association Top Level Portal, together.
1.12 “Support” means the customer support available with Your Plan in relation to the Platform as outlined in Clause 4 of this agreement.
2. Commercial Version.
2.1 License Grant. Subject to the terms and conditions of this Agreement and solely in the manner and to the extent permitted by and provided for in Your Plan, MidAtlantic Employers’ Association hereby grants You a limited, non-exclusive, non-transferable, revocable right to access and use the Platform to:
2.1.1 create and upload Content to Your Portal;
2.1.2 run courses and training for End Users from Your Portal for Your business purposes
2.2 White Label Branding. Certain MidAtlantic Employers’ Association Plans allow You to “white-label” Your Portal. If expressly permitted to do so by Your Plan, You are granted the right to brand Your Portals on a white labelling basis, however MidAtlantic Employers’ Association may include a hypertext link and/or icon logo with the words “Powered by MEA” (or equivalent) at the foot of each page of the Platform. Each white-labeled portal will be accessible via companyname.meainfo.org.
3. License Limitations.
3.1 Except as expressly permitted by the terms of this Agreement, You shall not and shall ensure that Your End Users do not:
3.1.1 copy, modify, adapt, translate, or otherwise create derivative works of the Platform, LearnUpon Intellectual Property or any software, services, or other technology of the third-party vendor(s) or hosting partner(s) who provide the infrastructure, hardware, software, networking, storage, and related technology required to operate and provide the Platform;
3.1.2 store, distribute, post, upload or transmit any Content through the Platform that (a) is or is at risk of being perceived to be unlawful, embarrassing, harmful, threatening, bullying, libelous, defamatory, obscene, harassing, annoying, racially or ethnically offensive, inciting hatred or invasive of a person’s privacy; (b) that facilitates or promotes illegal activity, violence, discrimination based on race, gender, color, religious or philosophical belief, sexual orientation, disability or any other illegal activities; (c) depicts or contains sexually explicit or pornographic images; and/or (d) infringes the Intellectual Property rights of a third party;
3.1.3 knowingly introduce any virus, worm, malware, spyware, Trojan horse or other harmful or malicious code to the Platform;
3.1.4 exceed any maximum storage, posting, uploading or usage data restrictions in respect of the Platform;
3.1.5 do anything which may negatively impact the Platform IT system or environment or availability of the Platform;
3.1.6 attempt to duplicate, modify, copy, adapt, distribute, market, lease, create derivative works from or resell the Platform (or any part of it including any of the software in or accessible through it);
3.1.7 access and use the Platform in order to build a product or service competitive with the Platform;
3.1.8 attempt to decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any part of the Platform (including any of the software in or accessible through it) or to discover or disclose the source code, methods and concepts embodied in the Platform (including any of the software in or accessible through it) except as may be allowed by any applicable law notwithstanding contractual prohibition;
3.1.9 alter, obscure, remove, conceal or otherwise interfere with any markings on or in the Platform which refers to MidAtlantic Employers’ Association or includes any of its trademarks or logos;
3.1.10 use the Platform for the purposes of direct marketing or promotion to anyone other than Your End Users;
3.1.11 suggest or state that MidAtlantic Employers’ Association endorses or supports Your Content or any training or other course You are running;
3.1.12 circumvent or manipulate any of the restrictions or security-related features within the Platform, such as with respect to the number of permitted End Users; or
3.1.13 engage in any deceptive, unfair or misleading practice and/or in violation of applicable law.
4.1 You are entitled to MidAtlantic Employers’ Association’s standard customer support services offered with Your Plan. Support is generally available between the hours of 9:00 am and 5:00 pm Eastern Standard Time, Monday to Friday (excluding bank, MEA and US public holidays). You should make all reasonable efforts to investigate and diagnose problems before contacting customer support. MidAtlantic Employers’ Association may change the support services offered from time to time in the manner it sees fit, provided it does not materially decrease the quality or timeliness of the support services available under Your Plan.
5. Acceptable Use of the Platform.
5.1 You are responsible for the way in which You and Your End Users access and use the Platform and for any Content stored, posted or uploaded to, or distributed or transmitted through, the Platform by or on behalf of You or Your End Users.
5.2 You shall use commercially reasonable efforts to prevent any unauthorized access to or use of the Platform and, in the event of any such unauthorized access or use, shall promptly notify MidAtlantic Employers’ Association.
5.3 You shall comply with all applicable laws, regulations, rules and codes with respect to Your activities relating in any way to Your use or exploitation of the Platform including, where applicable, under any legislation implementing the European E-Commerce Directive 2000/31/EC, E-Privacy Directive 2002/58/EC and Consumer Rights Directive 2011/83/EC (including the distance selling rules).
5.4 MidAtlantic Employers’ Association does not monitor any Content on the Platform, but reserves the right (but is not required) to remove, delete and/or destroy any Content which is in breach of this Agreement or if considered prudent to do so for any reason.
5.5 You shall notify MidAtlantic Employers’ Association in writing of any breach of this Agreement by You or any End User immediately upon becoming aware of such breach or reasonably suspecting that a breach has occurred.
6. Your Account.
6.1 You are responsible for all use of Your Account and for maintaining the security of Your Account and the confidentiality and security of the password and username for Your Account. Please contact MidAtlantic Employers’ Association immediately if You know or suspect Your Account has been accessed by an unauthorized third party.
7.1 You are solely responsible for providing all training, teaching, courses, instruction and other Content for Your Portal and End Users. All Content is uploaded at Your own risk and MidAtlantic Employers’ Association recommends that You regularly back-up all Content uploaded onto the Platform. MidAtlantic Employers’ Association reserves the right to delete Your Content within thirty (30) days following the expiration or termination of Your Plan.
7.2 You and Your End Users are solely responsible for supplying all equipment, Internet access and bandwidth needed to properly access and use the Platform.
7.3 You acknowledge and agree that LearnUpon may, from time to time, change, suspend access to, replace or discontinue features or any other aspects of the Platform (including Sub-Portals).
8.1 You agree to pay all fees in accordance with the Plan You selected. You may not withhold payment or claim any right of set-off without prior written consent. If you enroll in the Automatic Bill Payment option, You authorize MidAtlantic Employers’ Association to bill the applicable Plan fee to Your credit card in advance for the upcoming period.
8.2 Plan fees may change over time; however, MidAtlantic Employers’ Association will give You thirty (30) days’ notice prior to renewal, generally via email. If MidAtlantic Employers’ Association revises Your Plan fees, the change will take effect on the date of your next renewal (but in no case will a change affect a period for which You have paid in advance).
8.3 All Plan fees are exclusive of any taxes and duties such as value added tax, sales-and-use tax, import or other duties. You are responsible for paying all taxes and duties at the appropriate rate and in the manner for the time being provided by applicable law.
8.4 If you fail to pay MidAtlantic Employers’ Association for Your Plan, MidAtlantic Employers’ Association may, in its sole discretion, (a) disable access for You and End Users to some or all of the Platform and/or terminate this Agreement; (b) delete and remove Your Portal and/or Content; and/or (c) charge You daily interest (both before and after judgment) on the outstanding balance at a rate of 10% per annum.
8.5 MidAtlantic Employers’ Association may change the billing period or the payment terms for any reason including failure to pay in full on time or if You have not properly authorized the use of a credit card.
8.6 In the event You exceed the number of End Users permitted by Your Plan, MidAtlantic Employers’ Association reserves the right to issue You a supplemental invoice and You agree to pay for such additional users from the date You first exceeded your Plan. If a supplemental invoice for additional End Users over Your Plan is not paid MidAtlantic Employers’ Association reserves the right to implement all or any of the options outlined in 8.4.
9. Cancellation and Termination.
9.1 You must maintain an active Plan for Your End Users to continue using and accessing Your Portal. You may cancel Your subscription with MidAtlantic Employers’ Association at any time with 30 days’ prior written notice, however, payment for the current term is non-refundable.
9.2 MidAtlantic Employers’ Association may terminate this agreement (a) where permitted by another provision in this Agreement; (b) if You or Your End Users breach any provision in this Agreement and such breach is not cured within thirty (30) days of notice, if curable; (c) it determines, in its sole discretion, that Your continued use of the Platform damages its reputation or brand; or (d) if You enter into bankruptcy proceedings (whether voluntarily or involuntarily) or receivership and such proceeding or receivership is not concluded or stayed within sixty (60) days, or if You make a general assignment for the benefit of creditors.
9.3 On the day that this Agreement terminates or expires, You agree to deliver and return to MidAtlantic Employers’ Association all copies of the documentation in Your possession and irrevocably delete any electronic versions of documents made available to You. You must pay all sums due and owing to MidAtlantic Employers’ Association immediately upon the termination or expiration of this agreement.
9.4 Termination or expiration of this agreement does not affect or prejudice any rights, remedies, obligations or liabilities a party accrued up to the date of termination or expiration or the continuation or commencement of any provision that expressly or by implication is intended to survive the termination or expiration of this Agreement.
9.5 It is Your responsibility to retain the original source of all Content and to export all training history of Your End Users prior to terminating Your Plan. MidAtlantic Employers’ Association reserves the right to delete all Content from the Portal upon termination or cancellation of Your Plan.
10. Intellectual Property.
10.1 Other than Your Content and Your trademarks, You acknowledge that the Platform and all intellectual property contained therein, including, but not limited to, text, works of authorship, software, music, sound, photographs, video, graphics, and third party materials, is proprietary to LearnUpon and its licensors, and LearnUpon and its licensors retain exclusive ownership of the same throughout the world, including all related copyrights, trademarks, service marks, patents, trade secrets or other intellectual property and proprietary rights thereto. Except for the limited express license granted to You under this Agreement, LearnUpon and its licensors retain all right, title or interest in and to the Platform. You acknowledge and agree that any ideas, enhancements, improvements, additions or modifications to the Platform, suggested by You, and any and all intellectual property rights contained therein, will become LearnUpon property, and You hereby assign and agree to assign any and all right, title and interest to any rights in such suggestions to LearnUpon.
10.2 You agree to not make any representation, promise, warranty or other statement of fact about the Platform that is not expressly set out in the documentation provided by LearnUpon to You. You agree that You will not make any representation, promise or warranty or other pledge, or incur any liability, on its behalf or purport to pledge its credit or make any contract binding upon us.
11. Data Protection.
If LearnUpon processes any personal data, as defined in the Data Protection Legislation, relating to Your End Users (“End User Data”), Each party shall duly comply with all of its obligations under the Data Protection Legislation that arise in connection with this agreement and shall adhere to the provisions set out in Data Processing Agreement at www.learnupon.com/customer-data-processing-agreement which are incorporated by reference to these Terms.
12.1 LearnUpon uses commercially reasonable efforts to keep the Platform available, however, it does not guarantee that use of the Platform (including Your Portal) will be uninterrupted or error free at all times and in all circumstances, nor that such interruption or errors will be corrected. If for any reason LearnUpon expects the Portal or Platform to be down for a period longer than expected for routine maintenance, LearnUpon will use reasonable efforts, which will be shared by MidAtlantic Employers’ Association, to publish in advance details of such activity on the website. Neither LearnUpon nor MidAtlantic Employers’ Association shall not be liable for any interruption or use of the Platform (including Your Portal) unless due to its gross negligence. We do not warrant that the services will meet your requirements or that they will be suitable for any particular purpose. It is your sole responsibility to determine that the Portal and Platform meet the needs of your business or otherwise and are suitable for the purposes for which they are used.
12.2 EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN, YOU AGREE THAT THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LEARNUPON EXCLUDES ALL TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS THAT ARE NOT EXPRESSLY SET OUT IN THIS AGREEMENT (INCLUDING ANY IMPLIED TERMS, WHETHER BY STATUTE, EQUITY, COMMON LAW, COURSE OF TRADE OR DEALING OR OTHERWISE) INCLUDING ANY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, THE LEVEL OF SKILL AND CARE TO BE APPLIED BY LEARNUPON AND ANY OTHERS WHATEVER. YOU ACKNOWLEDGE THAT YOU ARE DEALING WITH LEARNUPON AS A BUSINESS AND NOT AS A CONSUMER.
13.1 EXCEPT FOR FRAUD OR FRAUDULENT MISREPRESENTATION AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LEARNUPON OR MIDATLANTIC EMPLOYERS’ ASSOCIATION BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUES, GOODWILL, BUSINESS OR BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS OR WASTED MANAGEMENT TIME, WORK STOPPAGE, LOSS, DELETION OR CORRUPTION OF CONTENT OR DATA, COMPUTER FAILURE OR MALFUNCTION, DENIAL OF SERVICE, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE EXCEPT FOR FRAUD OR FRAUDULENT MISREPRESENTATION, LEARNUPON AND MIDATLANTIC EMPLOYERS’ ASSOCIATION’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SUBSCRIPTION PAYMENTS MADE TO MIDATLANTIC EMPLOYERS’ ASSOCIATION BY YOU IN THE PRECEDING SIX (6) MONTHS, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. LEARNUPON OR MIDATLANTIC EMPLOYERS’ ASSOCIATION ARE NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY YOU, END USERS OR A THIRD PARTY THAT IS ACCESSED THROUGH THE PORTAL AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT.
13.2 If You are not satisfied with the service provided by MidAtlantic Employers’ Association Your sole and exclusive remedy is to terminate your subscription to the Platform.
14.1 You agree to defend, indemnify, and hold harmless MidAtlantic Employers’ Association from and against any claims, demands, damages, losses, liabilities, awards and/or expenses suffered and/or incurred or agreed to be paid out by MidAtlantic Employers’ Association arising out of or in connection with Your use or the use by Your End Users of the Platform in breach of this Agreement and/or any Content posted, uploaded, distributed, transmitted or disseminated by You or Your End Users.
15.1 Except as otherwise provided herein, each party expressly undertakes to retain in confidence all information and know-how transmitted or disclosed to the other that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and expressly undertakes to make no use of such information and know-how except under the terms and during the existence of this Agreement. This provision does not apply to information which (a) is or becomes a part of the public domain through no act or omission of the receiving Party; (b) is lawfully in the possession of the receiving party before the disclosure took place; (c) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; and/or (d) is independently developed by the receiving party without use of the confidential information of the disclosing party. Further, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Without limiting the foregoing, You shall treat the Platform and any Intellectual Property Rights therein as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without MidAtlantic Employers’ Association’s prior written permission. Each party’s obligations under this clause 17 shall apply at all times during the term of this Agreement and shall survive termination of this Agreement.
15.2 The Platform, in the normal course of operations, provides LearnUpon with aggregated, statistical data (such as product or feature usage and functionality metrics), which is anonymized and aggregated with other such anonymized data so that it does not and cannot contain any information identifiable or attributable to You or any End User, either alone or in combination with other data (“Aggregated Anonymous Data”). To the extent that any Aggregated Anonymous Data is collected by LearnUpon, You agree that LearnUpon may use, store, analyze, and disclose such Aggregated Anonymous Data without Your prior written consent.
16.1 You agree that MidAtlantic Employers’ Association may use Your business name and logo on its marketing and promotional materials for the Platform, for as long as You use the Platform.
16.2 MidAtlantic Employers’ Association shall not be deemed to be in default of this Agreement if it is prevented, hindered or delayed in performing its obligations under this Agreement by acts, events, omissions or accidents beyond its reasonable control including strikes, lock-outs or other industrial disputes (including with respect to its staff), failure of a utility service, Internet access or transport or electronic communications networks, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of equipment, fire, flood storm or default of suppliers or subcontractors.
16.3 The provisions in this Agreement may only be waived by MidAtlantic Employers’ Association in writing by express reference to this clause. No delay or neglect on its part in enforcing against You any provision of this Agreement is a waiver and does not in any way prejudice its right under this Agreement. A waiver by MidAtlantic Employers’ Association of any breach of any provision of this Agreement does not constitute a general waiver of such provision.
16.4 This Agreement does not give rise to any partnership, joint venture, agency or employment relationship between You and MidAtlantic Employers’ Association.
16.5 Unless expressly stated otherwise herein, any notice, demand, request or delivery required or permitted to be given by a party pursuant to the terms of this Agreement shall be in writing to the address, email address and individual set forth: email@example.com to any other email address notified to You by us, with written copies of any legal notices sent to MidAtlantic Employers’ Association, 234 Mall Blvd., Suite G-50, King of Prussia, Pennsylvania 19406. Notice shall be deemed given (a) when delivered personally, (b) on the next business day after timely delivery to an overnight courier, (c) on the third business day after deposit in the U.S. mail (certified or registered mail return receipt requested, postage prepaid), or (d) as of the date received via email.
16.6 You shall not assign, transfer, charge, novate, sub-contract or deal in any other manner with all or any of Your rights or obligations under this Agreement without MidAtlantic Employers’ Association’s prior written consent. MidAtlantic Employers’ Association may at any time assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. You agree to execute any necessary document attesting and/or giving effect to such.
16.7 For avoidance of doubt, any provisions of the Agreement containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of the Agreement which, by its nature, is intended to survive shall remain in effect following any termination or expiration of the Agreement.
16.8 The masculine gender includes the feminine and neuter and the singular number include the plural and vice versa and words importing persons include firms or companies. The section headings are inserted for convenience and are not a part of this Agreement. Amendments to this Agreement may be made only with MidAtlantic Employers’ Association’s prior written consent. Terms such as “including”, “in particular”, “such as”, and “for example” are not read as exhaustive, or to limit, but may extend the generality of the provisions to which they relate.
16.9 If any provisions of this Agreement are held to be unenforceable, illegal or void in whole or in part the remaining portions of this Agreement shall remain in full force and effect.
16.10 This Agreement, and the schedules and exhibits attached or referenced herein, represent the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior discussions, understandings and agreements concerning such matters.
16.11 This Agreement will be governed by the laws of the State of Pennsylvania without regard to the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved by a good faith discussion between the parties, then it shall be submitted for resolution to a state or Federal court or competent jurisdiction in King of Prussia, Pennsylvania, and the parties hereby agree to submit to the jurisdiction and venue of such court. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY ACCESSING, RUNNING OR USING THE PLATFORM IN ANY WAY YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN LEARNUPON AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.