LAST UPDATED JULY 3, 2020
Unadio’s courses are provided by Unadio LLC. These Terms of Use (“Terms of Use”) govern your use of Unadio’s website, mobile app and courses (“Services”). As some of our Services may be software that is downloaded to your computer, phone, tablet, or other device, you agree that we may automatically update this software, and that these Terms of Use will apply to such updates. Please read these Terms of Use carefully and contact us if you have any questions. By using our Services, you agree to be bound by these Terms of Use, including the policies referenced in these Terms of Use.
WHO MAY USE OUR SERVICES You may use our Services only if you can form a binding contract with Unadio, and only in compliance with these Terms of Use and all applicable laws. When you create your Unadio account, and subsequently when you use certain features, you must provide us 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 18 is prohibited.
YOUR LEARNER ACCOUNT You need an active account to access the Unadio platform (“Platform”). Subject to these Terms of Use and our policies (including the Acceptable Use Policy, Honor Code, and other terms), we grant you a limited, personal, non-exclusive, non-transferable, and revocable permission to use our Services when have an active account on the Platform. You may download content from our Services only for your personal, non-commercial use, unless you obtain Unadio’s written permission to otherwise use the content. You also agree that you will create, access, and/or use only one learner account, unless expressly permitted by Unadio, and you will not share with any third party access to or access information for your account. Using our Services does not give you ownership of any intellectual property rights to the content you access.
CHANGES TO COURSES Unadio offers courses from professionals in licensed and regulated industries (“Contributors”). Unadio reserves the right to cancel, deactivate, or modify any courses. Courses are subject to the Disclaimers and Limitation of Liability sections below.
COURSE FEEDBACK We welcome your suggestions, ideas, comments, and other feedback regarding the Services (“Feedback”). By submitting any Feedback, you grant us the right to use the Feedback without any restriction or any compensation to you. By accepting your Feedback, Unadio does not waive any rights to use similar or related Feedback previously known to Unadio obtained from other sources.
SECURITY We care about the security of our learners. While we work to protect the security of your account and related information, Unadio cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify us immediately of any compromise or unauthorized use of your account by emailing learn@unadio.com .
THIRD PARTY CONTENT Through the Services, you will have the ability to access and/or use content (“Learner Content”) provided by contributors, and links to websites and services maintained by third parties. Unadio cannot guarantee that such third party content, in the Services 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. Unadio disclaims any responsibility or liability related to your access or use of, or inability to access and use, such third-party content.
COPYRIGHT AND TRADEMARKS Unadio respects the intellectual property rights of our learners and contributors and expects our learners to do the same when using the Services. We reserve the right to suspend, disable, or terminate the accounts of learners and contributors who repeatedly infringe or are repeatedly charged with infringing the copyrights, trademarks, or other intellectual property rights of others. If you believe in good faith that materials on the Services infringe your copyright, please email us at learn@unadio.com requesting that the material be removed or access to it be blocked. Unadio also respects the trademark rights of others. Courses with any other content that misleads others or violates another’s trademark may be updated, suspended, disabled, or terminated by Unadio in its sole discretion. If you are concerned that someone may be using your trademark in an infringing way on our Services, please email us at learn@unadio.com , and we will review your complaint. If we deem appropriate, we may remove the offending content, warn the individual who posted the content, and/or temporarily or permanently suspend or disable their access to Unadio.
PAID SERVICES FROM UNADIO Unadio offers Services for a fee. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees charged by or for Unadio and applicable taxes in a timely manner with a payment mechanism associated with the applicable paid Services. If your payment method fails or your account is past due, we may collect fees using other collection mechanisms.
MODIFYING AND TERMINATING SERVICES We are constantly changing and improving our Services. We may add or remove functions, features, or requirements, and we may suspend or stop part of our Services altogether. Accordingly, Unadio may terminate your use of any Service for any reason. If your use of a paid Service is terminated, a refund may be available under our Refund Policy. You can stop using our Services at any time.
DISCLAIMERS
The Services and all included content are provided on an “as is” basis without warranty of any kind, whether express or implied. Unadio specifically disclaims 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. Unadio further disclaims any and all liability related to your access or use of the Services or any related content. You acknowledge and agree that any access to or use of the Services is at your own risk.
LIMITATION OF LIABILITY To the maximum extent permitted by law, Unadio shall not be liable for any indirect, 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 Services; (b) any conduct or content of any party other than the applicable Unadio party, including without limitation, any defamatory, offensive, or illegal conduct; or (c) unauthorized access, use, or alteration of your content or information. You acknowledge and agree that the disclaimers and the limitations of liability set forth in this Terms of Use reflect a reasonable and fair allocation of risk between you and Unadio, and that these limitations are an essential basis to Unadio’s ability to make the services available to you on an economically feasible basis.
INDEMNIFICATION You agree to indemnify, defend, and hold harmless Unadio from any and all claims, liabilities, expenses, and damages, including reasonable attorneys’ fees and costs, made by any third party related to: (a) your use or attempted use of the Services in violation of these Terms of Use; (b) your violation of any law or rights of any third party; or (c) Learner Content, including without limitation any claim of infringement or misappropriation of intellectual property or other proprietary rights.
REVISIONS TO TERMS OF USE We reserve the right to revise the Terms of Use at our sole discretion at any time. Any revisions to the Terms of Use will be effective immediately upon posting by us. For any material changes to the Terms of Use, we will take reasonable steps to notify you of such changes. Your continued use of the Services after publication of such changes, with or without notification, constitutes binding acceptance of the revised Terms of Use.
SEVERABILITY; WAIVER If it turns out that a particular provision of these Terms of Use is not enforceable, this will not affect any other terms. If you do not comply with these Terms of Use, and we do not take immediate action, this does not indicate that we relinquish any rights that we may have (such as taking action in the future).
REFUND POLICY Unadio does not offer a cash refund for payment made towards a one-time purchase of a course. You are eligible to request a refund for up to 1 year from the date of purchase as long as you have not launched or completed the course or earned a certificate prior to requesting a refund. When you request a refund and cancel your paid enrollment for a course, Unadio will issue a coupon equivalent to the amount paid that can be applied towards the purchase of a future course. To request a refund, log in to the platform and complete the “Request Refund” activity. Be prepared to specify the title of the course, date of purchase, and reason(s) for canceling enrollment. Please also note that we treat violations of our Terms of Use and Honor Code very seriously, and we have no obligation to offer refunds to learners who violate these terms, even if their requests are made within the designated refund period. Similarly, we have no obligation to offer late refunds to users who launched the course, completed the course, do not receive a pass grade for the course, or who are otherwise unsatisfied with their learning experience.
HONOR CODE All Unadio learners must agree to abide by the following code: 1. I will register for only one account, unless expressly permitted to register for additional accounts by Unadio. 2. My answers to tests, practice exercises, and other assignments will be my own work (except for assignments that explicitly permit collaboration). 3. I will not make solutions to tests, practice exercises, and other assignments available to anyone else (except to the extent an assignment explicitly permits sharing solutions). This includes both solutions written by me, as well as any solutions provided by others. 4. I will not engage in any other activities that will dishonestly improve my results or dishonestly improve or hurt the results of others.
CONTRIBUTOR TERMS OF USE Unadio’s Contributors are beneficiaries of the Terms of Use and may enforce those provisions of the Terms of Use that relate to them. Contributions are subject to the terms in the Contributor Terms of Use below. When you sign up to become a contributor on Unadio, you agree to abide by these Contributor Terms (“Terms”). These Terms cover details about aspects of Unadio relevant to contributors and are incorporated by reference into our Terms of Use. As a Contributor, you are contracting directly with Unadio, LLC. (a Texas corporation in the United States).
CONTRIBUTOR OBLIGATIONS As a Contributor, you are responsible for all content that you provide, including presentations, tests, practice exercises, and resources (“Submitted Content”). You represent and warrant that: * you will provide and maintain accurate account information; * you own or have the necessary licenses, rights, consents, permissions, copyrights, and authority to authorize Unadio to use your Submitted Content as specified in these Terms and the Terms of Use; * your Submitted Content will not infringe or misappropriate any third party’s intellectual property rights; * you have the required qualifications, credentials, and expertise (including education, training, knowledge, and skill sets) to contribute your Submitted Content; and * you will respond promptly to learners and ensure a quality of service. You warrant that you will not: * provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information; * broadcast any unsolicited or unauthorized advertising, promotional materials, junk mail, or spam to any user; * use Unadio for business other than providing education services to learners; * engage in any activity that would require us to pay royalties to any third party; * frame or embed a free version of a Unadio course or otherwise circumvent Unadio; * impersonate another person or gain unauthorized access to another person’s account; * interfere with or otherwise prevent other Contributors from providing their services or courses; or * abuse Unadio resources, including support services.
LICENSE TO UNADIO You grant Unadio the rights detailed in the Terms of Use to offer, market, and otherwise exploit your Submitted Content, and to sublicense it to learners for these purposes directly or through third parties. This includes the right to add captions or otherwise modify content to ensure accessibility. Unless otherwise agreed, you have the right to remove all or any portion of your Submitted Content from Unadio at any time. Except as otherwise agreed, Unadio’s right to sublicense the rights in this section will terminate with respect to new users 90 days after the Submitted Content’s removal. However, (1) rights given to learners before the Submitted Content’s removal will continue in accordance with the terms of those licenses and (2) Unadio’s right to use such Submitted Content for marketing purposes shall survive termination. We may record all or any part of your Submitted Content for quality control and for delivering, marketing, promoting, demonstrating, or operating the Services. You grant Unadio permission to use your name, likeness, voice, and image in connection with offering, delivering, marketing, promoting, demonstrating, and selling your Submitted Content, and waive any rights of privacy, publicity, or other rights of a similar nature, to the extent permissible under applicable law.
TRUST & SAFETY
TRUST & SAFETY POLICIES You agree to abide by course quality standards or policies prescribed by Unadio from time to time. You should check these policies periodically to ensure that you comply with any updates to them. You understand that your use of Unadio is subject to our approval, which we may grant or deny at our sole discretion. We reserve the right to remove courses, suspend payouts, and/or ban contributors for any reason at any time, without prior notice, including in cases where: * a contributor or course does not comply with our policies or legal terms (including the Terms of Use); * a course falls below our quality standards or has a negative impact on the learner experience; * a contributor engages in behavior that might reflect unfavorably on Unadio or bring Unadio into public disrepute, contempt, scandal, or ridicule; * a contributor engages the services of a marketer or other business partner who violates Unadio’s policies; or * as determined by Unadio in its sole discretion.
RELATIONSHIP TO OTHER USERS Contributors don’t have a direct contractual relationship with learners, so the only information you’ll receive about learners is what is provided to you by Unadio. You will indemnify Unadio against any claims arising from your use of learners’ personal data.
PRICING
PRICE SETTING After you apply to contribute content, a kickoff meeting (“Kickoff”) will take place during which you will be notified of the base price (“Base Price”) for your course and the terms for revenue share (“Revenue Share”). From time to time, your courses may be selected for placement in certain promotional programs (“Promotional Programs”) in which your courses may be listed for a price other than the Base Price. You give us permission to share your courses for free in cases where we need to restore access accounts who have previously purchased your courses.
CONTINUING EDUCATION CREDIT FEES If a learner purchases a course that is eligible for Continuing Education or “CE” credits in one or more states and that requires Unadio to remit fees to the state’s DOI or responsible licensing body, we will remit those fees to the competent authorities for registration of those CE credits.
PROMOTIONAL PROGRAMS Unadio offers several Promotional Programs. These programs help increase your revenue potential on Unadio by promoting your courses through additional marketing channels. There is no up-front cost to participate in these programs.
PAYMENTS
REVENUE SHARE When learners purchase your courses, we calculate the gross amount of the sale as the amount received by Unadio from the learner (“Gross Amount”). From this, we subtract any 3rd party royalties (such as CE credit fees) and production and administrative fees agreed upon during Kickoff to calculate the net amount of the sale (“Net Amount”). Your revenue share will be calculated based on the Net Amount less any applicable deductions, such as learner refunds. Unadio reserves the right to change this payment rate subject to a 30-day notice via email. Unadio makes all Contributor payments in U.S. dollars (USD). We will assume transaction processing fees. Your revenue report will show your revenue amount (in USD).
RECEIVING PAYMENTS For us to pay you in a timely manner, you must provide any identifying information or tax documentation (such as a W-9 or W-8) necessary for payment of amounts due, and you agree that we have the right to withhold appropriate taxes from your payments. We reserve the right to withhold payments or impose other penalties if we do not receive proper identifying information or tax documentation from you. You understand and agree that you are ultimately responsible for any taxes on your income. Depending on the applicable revenue share model, payment will be made within 45 days of the end of the month in which (a) we receive the fee for a course or (b) the relevant course consumption occurred. As a Contributor, you are responsible for determining whether you are eligible to be paid by a U.S. company. We reserve the right not to pay out funds in the event of identified fraud or violations of intellectual property rights.
REFUNDS You acknowledge and agree that learners have the right to receive a refund, as detailed in the Terms of Use. Contributors will not receive any revenue from transactions for which a refund has been granted under the Terms of Use. If a learner is granted and issued a refund after we have paid the relevant contributor payment, we reserve the right to either (1) deduct the amount of the refund from the next payment sent to the contributor or (2) where no further payments are due to the contributor or the payments are insufficient to cover the refunded amounts, require the contributor to refund any amounts refunded to learners for the contributor’s courses.
TRADEMARKS While you are a published contributor and subject to the requirements below, you may use our trademarks where we expressly authorize you to do so in writing. You must: * only use the images of our trademarks that we make available to you, as detailed in any guidelines we may publish; * only use our trademarks in connection with the promotion and sale of your Unadio courses or your participation on Unadio; and * immediately comply if we request that you discontinue use. You must not: * use our trademarks in a misleading or disparaging way; * use our trademarks in a way that implies that we endorse, sponsor, or approve of your courses or services; or * use our trademarks in a way that violates applicable law or in connection with an obscene, indecent, or unlawful topic or material.
MISCELLANEOUS LEGAL TERMS
UPDATING THESE TERMS From time to time, we may update these Terms to clarify our practices or to reflect new or different practices (such as when we add new features), and Unadio reserves the right in its sole discretion to modify and/or make changes to these Terms at any time. If we make any material change, we will notify you using prominent means such as by email notice sent to the email address specified in your account. Modifications will become effective on the day they are posted unless stated otherwise. Your continued use of Unadio after changes become effective shall mean that you accept those changes. Any revised Terms shall supersede all previous Terms.
HOW TO CONTACT US The best way for contributors to get in touch with us is to email teach@unadio.com . We look forward to your questions, concerns, and feedback.
