LEXX Terms of Use

1. Eligibility and Accounts

You must be at least 18 years old, or the age of majority in your jurisdiction if higher, to use the Service. You agree to provide accurate, current, and complete information and to keep your account information updated.

You are responsible for:

• maintaining the confidentiality of your login credentials;
• all activity under your account; and
• promptly notifying us of any unauthorized access or security incident involving your account.

We may suspend or restrict access if we reasonably believe your account is compromised, being misused, or used in violation of these Terms.

2. The Service

LEXX provides access to educational, informational, and software-enabled offerings, which may include courses, training content, certifications, channels, tools, and related features. We may modify, improve, add, or discontinue features from time to time.

We may offer free, trial, paid, enterprise, promotional, or beta versions of the Service. Additional terms may apply to certain offerings.

3. Subscription Terms; Billing; Cancellation

3.1 Paid subscriptions

Certain features require payment. By purchasing a paid subscription, you agree to pay the fees, taxes, and other charges disclosed at checkout or in an applicable order form.

3.2 Auto-renewal

Unless you cancel before the end of your then-current subscription term, your subscription will automatically renew for the same renewal term at the then-current price, and you authorize us or our payment processor to charge your payment method accordingly.

We will provide any renewal, pricing, or cancellation disclosures required by applicable law.

3.3 Free trials and promotions

If we offer a free trial or promotional access, we may specify eligibility requirements, duration, limitations, and billing terms at sign-up. Unless otherwise disclosed, if a free trial converts to a paid subscription, billing will begin when the trial ends unless you cancel beforehand.

3.4 Payment

You must provide a current, valid payment method. You authorize us and our payment processors to charge your payment method for recurring fees, taxes, and authorized one-time charges.

If payment cannot be completed, we may suspend or terminate your access.

3.5 Cancellation

You may cancel your subscription through your account settings or another method we make available. Unless otherwise stated, cancellation takes effect at the end of the current paid billing period, and you will continue to have access until then.

If applicable law requires a simpler or immediate cancellation method, we will honor that process.

3.6 Refunds

Except as required by law or expressly stated in writing, fees are non-refundable, and we do not provide prorated refunds for partial billing periods.

3.7 Enterprise customers

If you are a corporate or enterprise customer, your order form, master services agreement, or other executed written agreement controls over these Terms to the extent of any conflict.

4. License

Subject to these Terms and your compliance with them, LEXX grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your subscription term solely for your internal personal or internal business purposes, as applicable.

No rights are granted except as expressly stated.

5. Acceptable Use

You will not, and will not allow any third party to:

• copy, reproduce, distribute, publicly perform, publicly display, or create derivative works from the Service or content except as expressly permitted;
• sell, resell, rent, lease, sublicense, or otherwise commercially exploit the Service except as authorized in writing;
• reverse engineer, decompile, disassemble, or attempt to discover source code, models, or underlying structure, except to the extent prohibited by law from restricting that activity;
• interfere with or disrupt the Service, including by introducing malware, overloading systems, scraping without authorization, or bypassing access controls;
• use the Service in violation of law or the rights of others;
• upload or transmit content that is unlawful, infringing, defamatory, abusive, fraudulent, or malicious;
• access the Service to build a competing product or service;
• remove or alter proprietary notices; or
• use the Service to send spam or unauthorized advertising.

6. Customer Data

6.1 Ownership

As between you and LEXX, you retain ownership of your Customer Data.

6.2 Limited license to LEXX

You grant LEXX a non-exclusive, worldwide, limited license to host, store, reproduce, transmit, display, and otherwise process Customer Data only as necessary to:

• provide, maintain, and secure the Service;
• prevent fraud, abuse, and security incidents;
• provide support requested by you;
• comply with law; and
• generate aggregated or de-identified data that does not reasonably identify you.

We will not use Customer Data for advertising to third parties. We will not sell Customer Data.

6.3 Your responsibilities

You represent and warrant that you have all rights, permissions, and lawful bases necessary for Customer Data you submit through the Service and that such Customer Data and your use of the Service will not violate law or third-party rights.

6.4 Data processing addendum

If you are an enterprise customer and require a data processing addendum, the parties may enter into a separate written DPA governing personal data processing.

7. Privacy

Our collection and use of personal information is described in our Privacy Policy, which is incorporated by reference into these Terms.

8. Third-Party Services

The Service may integrate with or link to third-party websites, software, content, or services. LEXX does not control third-party services and is not responsible for their availability, content, security, or privacy practices. Your use of third-party services is governed by their terms and policies.

9. Intellectual Property

The Service, including all software, content, design, text, graphics, audio, video, trademarks, logos, and documentation, is owned by LEXX or its licensors and is protected by intellectual property and other laws. Except for Customer Data and the limited rights expressly granted to you, LEXX retains all right, title, and interest in and to the Service.

10. Feedback

If you provide suggestions, ideas, improvement requests, or other feedback, you grant LEXX a worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, modify, and exploit that feedback without restriction or compensation, provided that we will not publicly identify you as the source without your permission.

11. Educational Content Disclaimer

Unless expressly stated otherwise in writing, the Service and all content are provided for educational and informational purposes only. The Service is not legal, tax, accounting, employment, cybersecurity, or other professional advice, and no particular certification, job outcome, or business result is guaranteed.

12. Confidentiality

If you receive non-public information about LEXX or the Service that a reasonable person would understand to be confidential, you will protect it using reasonable care and will not disclose it except as permitted by law or by LEXX in writing.

13. Suspension and Termination

We may suspend or terminate your access immediately if:

• you violate these Terms;
• your use poses a security risk;
• payment is overdue;
• we are required to do so by law; or
• continued access could expose LEXX or others to harm or liability.

You may stop using the Service at any time and may terminate these Terms by canceling your subscription and discontinuing use of the Service.

Upon termination, your right to use the Service ends immediately, but the following provisions survive: payment obligations accrued before termination, intellectual property, disclaimers, limitations of liability, indemnification, dispute resolution, and any other provisions that by their nature should survive.

14. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” LEXX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

LEXX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT ANY CONTENT WILL BE COMPLETE, ACCURATE, OR FIT FOR YOUR PURPOSES.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• LEXX WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS; and
• LEXX’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO LEXX FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR (B) US $100.

These limitations apply regardless of the theory of liability and even if a remedy fails of its essential purpose.

Nothing in these Terms excludes liability that cannot be excluded under applicable law.

16. Indemnification

You will defend, indemnify, and hold harmless LEXX and its affiliates, officers, directors, employees, contractors, licensors, and agents from and against claims, losses, liabilities, damages, judgments, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

• your Customer Data;
• your misuse of the Service;
• your violation of these Terms or applicable law; or
• your infringement, misappropriation, or violation of third-party rights.

17. Changes to the Service or Terms

We may modify the Service or these Terms from time to time. If we make material changes to these Terms, we will post the updated Terms, revise the “Last Updated” date, and provide additional notice where required by law. Your continued use of the Service after the effective date of the updated Terms constitutes acceptance of the updated Terms.

18. Dispute Resolution; Arbitration; Class Action Waiver

Please read this section carefully. It affects your legal rights.

18.1 Informal resolution

Before filing a claim, each party agrees to try in good faith to resolve the dispute informally by sending written notice to the other party describing the issue and requested relief. Notices to LEXX must be sent to Andre@lexx.com and mailed to:

Learning Exchange, Inc. d/b/a LEXX
c/o The Corporation Trust Company
Corporation Trust Center, 1209 Orange Street
Wilmington, DE 19801

18.2 Small claims and injunctive relief

Either party may bring an individual claim in small claims court if it qualifies. Either party may also seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect intellectual property, confidential information, or security interests, without waiving arbitration.

18.3 Binding arbitration

Except for disputes that qualify for small claims court or requests for injunctive relief described above, any dispute arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by the American Arbitration Association under its applicable rules.

If you are an individual consumer, the AAA consumer rules will apply where appropriate.

18.4 Arbitration location

Unless the parties agree otherwise, arbitration will be conducted remotely, by documents, phone, or videoconference where appropriate, or in Wilmington, Delaware.

18.5 Class action waiver

To the fullest extent permitted by law, claims must be brought only on an individual basis and not as a plaintiff or class member in any purported class, collective, coordinated, consolidated, mass, or representative action.

18.6 Optional opt-out

You may opt out of this arbitration section by sending written notice to Andre@lexx.com and the mailing address below within 30 days after first accepting these Terms. Your notice must include your name, account email, and a clear statement that you wish to opt out of arbitration:

Learning Exchange, Inc. d/b/a LEXX
c/o The Corporation Trust Company
Corporation Trust Center, 1209 Orange Street
Wilmington, DE 19801

19. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules, except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions.

20. Electronic Communications

You consent to receive communications from us electronically, including by email, through the Service, or by other reasonable means. You are responsible for keeping your contact information current.

21. DMCA / Copyright Complaints

If you believe content on the Service infringes your copyright, send a notice to Andre@lexx.com and:

Learning Exchange, Inc. d/b/a LEXX
c/o The Corporation Trust Company
Corporation Trust Center, 1209 Orange Street
Wilmington, DE 19801

including the information required by 17 U.S.C. § 512(c)(3).

22. Miscellaneous

These Terms, together with any applicable order form, Privacy Policy, and any supplemental terms expressly incorporated, form the entire agreement between you and LEXX regarding the Service and supersede prior understandings on that subject.

If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce any provision is not a waiver. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, reorganization, or sale of assets.

23. Contact

Learning Exchange, Inc. d/b/a LEXX
c/o The Corporation Trust Company
Corporation Trust Center, 1209 Orange Street
Wilmington, DE 19801

Email: Ben@lexx.com; Andre@lexx.com