TERMS OF USE

These Terms of Use ("Terms") govern your use of www.torrancelearning.com, www.xapi.ly, and www.xapily.com; and products and services (collectively, "Products") provided by provided by Megan Torrance, Inc. dba TorranceLearning ("TorranceLearning"). Please read these Terms carefully, and contact us if you have any questions. By using the Site and/or Products or clicking "I Accept", you agree to be bound by these Terms, including the policies referenced in these Terms. You agree that TorranceLearning may automatically update, modify, and/or change its Products, and that these Terms will apply to such updates, modifications and/or changes.

USING THE PRODUCTS

1.                Who May Use the Products

You may use the Products only if you can form a binding contract with TorranceLearning, and only in compliance with these Terms and all applicable laws. By using certain Products, you agree to provide TorranceLearning with accurate and complete information, and you agree to update your information to keep it accurate and complete. Any use or access by anyone under the age of 13 is prohibited. Certain Products may have additional requirements and/or restrictions.

2.                License to You

Subject to these Terms, payment of the applicable licensing fees, and TorranceLearning's policies (including the Privacy Policy and Acceptable Use Policy), TorranceLearning grants you a limited, non-exclusive, non-sublicenseable, non-transferable, revocable license to use the Products in accordance with the product description as provided by TorranceLearning and these Terms. You acknowledge and agree that your access to, and use of, the Products does not give you any rights, title, interests, or other ownership rights to or in any intellectual property rights in the Products.

3.                Registration, Passwords, and Account Information

Some Products may be accessed and used only if you are registered and have an account with TorranceLearning. To open an account, you must complete the registration process by providing TorranceLearning with current, complete and accurate information as prompted by the registration form, including, but not limited to, your name and email address for billing purposes, and a username, password, and email address for login purposes; and pay the applicable licensing fee. Should TorranceLearning suspect that such information is untrue, inaccurate, not current or incomplete, TorranceLearning has the right to suspend or terminate your usage of the Products. TorranceLearning is entitled to rely on the information you provide and you will be responsible for updating this information to maintain it as current. Accounts are non-transferable and cannot be shared or used by anyone other than you. Once you have become an authenticated user, you will be given a password or the option to create your own password. You are and will be responsible for maintaining the confidentiality of that password, for all activities conducted on and with the Products that make use of that password, and for charges or fees incurred by the use of that password, if any, including any use you may subsequently contend was not unauthorized by you. You are solely responsible for any and all activities that occur under your account including inputting, maintaining, and managing accurate information and ensuring that you exit or log-off from your account at the end of each session of use. You shall notify TorranceLearning immediately of any unauthorized use of your password or account or any other breach of security that is known or suspected by you.

4.                Product Modifications

TorranceLearning reserves the right to cancel, interrupt, or modify any Product and/or its content. The Products as offered are subject to the disclaimers and limitations of liability sections below.

5.       Third Party Licenses

By agreeing to these Terms, you acknowledge and agree that you are aware that you may need to license third party products and/or obtain services from third parties, including, but not limited to, authoring tools and learning record stores. You further acknowledge and agree that you understand the Products may not be compatible with all third party products or services, and that as of the date you entered into these Terms, some Products are only configured to work with an e-learning authoring tool and/or with any xAPI-conformant learning record store, provided that TorranceLearning may expand authoring tool and learning record store options at any time.

LICENSING FEES

1.        Payment of Fees and Taxes

You agree to pay TorranceLearning the applicable license fees and taxes prior to using any paid Products.

2.        Auto-Renewal

You acknowledge that TorranceLearning will not auto-renew your license following its expiration. You must purchase a new license if you wish to continue to use the Product.

3.       Refunds

You acknowledge and agree that all purchases are final with no right to refund or early termination.

YOUR CONTENT

1.                Generally

The Products may enable you to share your information, data, or other content (collectively, "User Content"), with TorranceLearning and/or other users. To the extent that you upload, submit, store, send, or otherwise provide User Content to TorranceLearning, you retain ownership of any intellectual property rights that you hold in that User Content, and remain responsible for the User Content you share. Except as set forth below, TorranceLearning obtains no rights, titles, or interest in your User Content.

2.                How TorranceLearning and Others May Use User Content

The rights you grant to TorranceLearning in the license set forth below are for the limited purpose of operating, promoting, and improving the Products, and to develop new Products. The license below continues even if you stop using the products services, unless you delete your User Content or request TorranceLearning to delete your User Content. It is your responsibility to make sure that you have the necessary rights to grant TorranceLearning the license set forth below. TorranceLearning reserves the right to remove or modify User Content for any reason, including User Content that TorranceLearning believes violates these Terms. When you submit, store, send, or otherwise provide User Content to TorranceLearning, you grant TorranceLearning a fully-transferable, royalty-free, sublicensable, non-exclusive, worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes TorranceLearning makes so that User Content works better with the Products), communicate, publish, publicly perform, publicly display and distribute such content. Notwithstanding termination of the foregoing license, TorranceLearning shall not be required to destroy any User Content that is stored securely during an automatic system back-up.

3.                Feedback

TorranceLearning welcomes your suggestions, ideas, comments, and other feedback regarding the Products ("Feedback"). By submitting any Feedback, you grant TorranceLearning the right to use the Feedback without any restriction or any compensation to you. By accepting your Feedback, TorranceLearning does not waive any rights to use similar or related Feedback previously known to TorranceLearning, developed by its employees or contractors, or obtained from other sources.

GENERAL TERMS

1.                Ownership

TorranceLearning and/or its licensors own and shall retain all rights, title and interests, including all intellectual property rights, in and to the Products, and all elements thereof. Except for the express licenses granted to you herein, you neither have nor acquire any rights, title or interests in or to the Products, or any element thereof.

2.                Security

TorranceLearning cares about the security of all users. While TorranceLearning works to protect the security of your information and User Content, TorranceLearning cannot guarantee that unauthorized third parties will not be able to defeat TorranceLearning's security measures.

3.                Third Party Content

Through the Products, you may have the ability to access and/or use content provided by third parties and links to websites and Products maintained by third parties. TorranceLearning cannot guarantee that such third party content, in the Products or elsewhere, will be free of material you may find objectionable or otherwise inappropriate or of malware or other contaminants that may harm your computer, mobile device, or any files therein. TorranceLearning disclaims any responsibility or liability related to your access or use of such third party content.

4.                Modifying and Terminating the Products

TorranceLearning is constantly changing and improving the Products. TorranceLearning may add or remove functions, features, or requirements, and TorranceLearning may suspend or stop a Product altogether. Accordingly, TorranceLearning may terminate your use of any Product for any reason. TorranceLearning, its employees, contractors, and other agents (the "TorranceLearning Parties") shall not have any liability to you for any such action. You can stop using the Products at any time.

5.                Disclaimers

THE PRODUCTS AND ALL INCLUDED CONTENT ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. THE TORRANCELEARNING PARTIES SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. TORRANCELEARNING DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE PRODUCTS, OR THAT THE USE OF THE PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER PRODUCTS. THE TORRANCELEARNING PARTIES FURTHER DISCLAIM ANY AND ALL LIABILITY RELATED TO YOUR ACCESS OR USE OF THE PRODUCTS OR ANY RELATED CONTENT. YOU ACKNOWLEDGE AND AGREE THAT ANY ACCESS TO OR USE OF THE PRODUCTS OR SUCH CONTENT IS AT YOUR OWN RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM ANY TORRANCELEARNING PARTIES, OR THROUGH OR FROM THE PRODUCTS, SHALL CREATE ANY REPRESENTATION OR WARRANTY BY TORRANCELEARNING.

6.                Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TORRANCELEARNING PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PRODUCTS; (B) ANY CONDUCT OR CONTENT OF ANY PARTY OTHER THAN THE APPLICABLE TORRANCELEARNING PARTY, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT OR INFORMATION. IN NO EVENT SHALL TORRANCELEARNING'S, OR ANY TORRANCELEARNING PARTIES, AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE PRODUCTS EXCEED TWENTY U.S. DOLLARS ($20) OR THE TOTAL AMOUNT OF FEES RECEIVED BY TORRANCELEARNING FROM YOU FOR THE USE OF PRODUCTS DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, WHICHEVER IS GREATER.

YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE TORRANCELEARNING PARTIES, AND THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS TO TORRANCELEARNING'S ABILITY TO MAKE THE PRODUCTS AVAILABLE TO YOU ON AN ECONOMICALLY FEASIBLE BASIS. YOU AGREE THAT ANY CAUSE OF ACTION RELATED TO THE PRODUCTS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

7.                Indemnification

You agree to indemnify, defend, and hold harmless the TorranceLearning Parties from any and all claims, actions, lawsuits, judgements, fines, penalties, liabilities, expenses, and damages, including reasonable attorneys' fees and costs, asserted against, incurred by, or assessed against any TorranceLearning Party arising out of or related to: (a) your use or attempted use of the Products; (b) your breach of these Terms; (c) your violation of any law or rights of any third party; or (d) User Content, including without limitation any claim of infringement or misappropriation of intellectual property or other proprietary rights.

8.                Governing Law and Jurisdiction

In order to ensure consistency in the interpretation and enforcement of these Terms, these Terms will be governed exclusively by Michigan law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. You expressly agree that any litigation arising between you and TorranceLearning related, in any way, to the Products and/or these Terms, and/or any and all disputes, actions, claims, or causes of action related thereto, shall be initiated and maintained only in the U.S. District Court for the Eastern District of Michigan, Southern Division, and/or the Circuit Court of the County of Washtenaw, Michigan. You expressly consent and irrevocably submit to the exclusive personal jurisdiction and venue of such courts.

9.                Revisions to the Terms

TorranceLearning reserves the right to revise the Terms in TorranceLearning's sole discretion at any time. Any revisions to the Terms will be effective immediately upon posting. For any material changes to the Terms, TorranceLearning will take reasonable steps to notify you of such changes. In all cases, your continued use of the Products after publication of such changes, with or without notification, constitutes binding acceptance of the revised Terms.

10.             Severability; Waiver

If it turns out that a particular provision of these Terms is not enforceable or invalid as determined by a court of competent jurisdiction, this will not affect any other terms and such provision shall be modified to the extent necessary to be valid and enforceable. If you do not comply with these Terms, and TorranceLearning does not take immediate action, this does not indicate that TorranceLearning relinquishes any rights that TorranceLearning may have (such as taking action in the future). Any waiver of rights by TorranceLearning must be acknowledged and agreed to by you and TorranceLearning in writing.

11.             Relationship

The relationship between you and TorranceLearning is that of independent contractor. No joint venture, partnership, employment, or agency relationship exists between you and TorranceLearning as a result of these Terms, or your access to, and use of, the Products. Neither party has the authority to create any obligations for the other, or to bind the other to any representation, statement or document.

12.             Survival

Subject to these Terms, all provisions of these Terms relating to ownership, limitations of liability, indemnification and other provisions which by their nature survive termination of these Terms shall survive termination of these Terms.

13.             Entire Agreement

These Terms, the policies referenced in these Terms, and any other terms provided by TorranceLearning on or through the Products constitute the entire agreement between you and TorranceLearning relating to the Products and supersede any and all prior communications and/or agreements between you and TorranceLearning relating to access and use of the Products.

ACCEPTABLE USE POLICY

This policy provides guidelines for using the Products. If TorranceLearning believes or suspects that you may be in violation of this policy, TorranceLearning may suspend, disable, or terminate your access to all or part of the Products.

You are prohibited from using the Products to:

• Share illegal content or promote illegal activities with the intent to commit such activities.
• Make threats or organize acts of real-world violence. TorranceLearning does not allow content that creates a genuine risk of physical injury or property damage, credibly threatens people or public safety, or organizes or encourages harm.
• Harass others. TorranceLearning encourages commentary about people and matters of public interest, but abusive or otherwise inappropriate content directed at private individuals is not allowed.
• Violate intellectual property, privacy, or other rights. Do not share content that you do not have the right to share, claim content that you did not create as your own, or otherwise infringe or misappropriate someone else's intellectual property or other rights. Always attribute materials used or quoted by you to the original copyright owner.

You also aren't allowed to:

• Do anything that violates local, state, national or international law or breaches any of your contractual obligations or fiduciary duties.
• Share any passwords, let anyone access your information with TorranceLearning, or do anything that might put your information at risk.
• Attempt to access any other user's information.
• Modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile, reproduce, transfer, sell, resell, or otherwise misuse any content from the Products, unless specifically authorized to do so.
• Access, tamper with, or use non-public areas of TorranceLearning's systems, unless specifically authorized to do so.
• Break or circumvent TorranceLearning's authentication or security measures or otherwise test the vulnerability of TorranceLearning's systems or networks, unless specifically authorized to do so.
• Try to reverse engineer any portion of the Products.
• Try to interfere with any user, host, or network, for example by sending a virus, overloading, spamming, or mail-bombing. Use the Products to distribute malware.
• Impersonate, or misrepresent your affiliation with, any person or entity.
• Encourage or help anyone do any of the things on this list.
• Sublicense, resell or offer for free licenses to TorranceLearning's products or services.