Last Updated: August 2025

END USER LICENSE AGREEMENT
TEACHING LAB/ TEACHING LAB VENTURES, INC.

This Agreement contains a dispute resolution provision that waives your right to trial by jury, participation in a class or representative action or proceeding, and, except where otherwise provided herein, requires disputes to be resolved through binding arbitration as set out in more detail in Section 18 (Dispute Resolution), below. Read this Agreement carefully, as it affects your legal rights.

  1. General. This End User License Agreement (this “Agreement”) is between you, the user of this website (this “Site”) and Teaching Lab/ Teaching Lab Ventures, Inc. (“TL”/ “TLVI”, “we”, “our”, “us”), and governs your access to and use of the Site, the services made available through the Site (the “Services”), and any information provided, output, or otherwise obtained through the foregoing, including, without limitation, text, graphics, summary statistics, audio, video, or any other materials (collectively, “Materials”). Please read this Agreement carefully and completely before using the Site, Services, or Materials (collectively, the “Platform”). You and we may each be referred to as a “Party” and collectively as the “Parties.”

    BY CLICKING ON ANY “ACCEPT,” “AGREE,” OR SIMILARLY WORDED CHECKBOX OR BUTTON, SUBMITTING ANY INFORMATION TO US, OR ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.

  2. Scope of Use. The Platform is made available by us and our subsidiaries and affiliates (collectively, the Teaching Lab family of companies or “Teaching Labs”). You must comply with all applicable laws, regulations, and the rules of our service providers when using the Platform. Subject to your compliance with this Agreement and all applicable international, federal, state, and local laws, rules, and regulations, we grant you a limited, revocable, nonexclusive, non-sublicenseable, non-transferable, license to access and use the Platform solely in connection with your internal, business use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use.

  3. Modifications. We reserve the right to supplement, change, or otherwise modify this Agreement, the Platform, and all functionality available thereon at any time without advance notice to you by posting to this Site and updating the “Last Updated” date. If you continue to use the Services after such modifications are posted, you will be bound by such changes. In the case of substantial revisions, we may, in our sole discretion, provide advance notice to you through this Site or through any other communication method which you have consented to or approved. Unless explicitly indicated, any new Material, information, products, services, or functionality added to the Platform will also be subject to this Agreement effective upon the date made available to you. You are encouraged to login to the Platform and review this Agreement periodically for updates and changes.

  4. Restrictions on Use. You will not, and will not permit any third party to, do any of the following with respect to the Platform or any infrastructure, networks, systems, or technologies used to host, support, or deliver the Platform (collectively, the “Supporting Infrastructure”):

  1. Privacy Policy. You may view a copy of our privacy policy linked here (“Privacy Policy”), which describes how we collect, use, and share information through or in connection with the Platform. The Privacy Policy is incorporated into this Agreement and governs our handling of any information you provide or make available to us through or in connection with the Platform.

  2. Access & Security. Access to the Services is provided at our sole discretion. To use the Services, you may need to register for an account which will require submission of certain information which may include your name, phone number, email address, or other contact details. You agree to provide accurate, current, and complete information. If any information you provide is false, outdated, or incomplete, or if we have reason to believe it is, we may suspend or terminate your access to the Services, now or in the future. We may take any actions we deem necessary to protect the security and integrity of the Platform and Supporting Infrastructure. We are not liable to you or any third party for terminating or restricting your access to the Services. We also reserve the right to modify, suspend, discontinue, or restrict access to any part of the Services at any time, without notice or liability to you.

    The Services may allow you to generate access credentials (such as QR codes, magic links, or other ephemeral access methods) for others, including students, to use or participate in the Services. You acknowledge and agree that you are solely responsible for ensuring that, to the extent required by law, any required consents (such as parental, legal guardian, institutional, or other user consents) are properly obtained and documented before granting such access. This responsibility applies regardless of whether the Services provide a consent workflow or other acknowledgment mechanism.

    You are responsible for providing and maintaining, at your own risk, option and expense, any hardware, software, and communication lines required to access and use the Services.

  3. Your Content. The Services may allow you to post, submit, or upload content, text, photographs, messages, third-party links, or other information (collectively, “Content”). You are fully and solely responsible for all Content, including any Content shared with teachers, school administrators, or other end users. You agree not to provide any Content that is inaccurate, misleading, or false. If any Content you’ve provided later becomes inaccurate, misleading, or false, you agree to promptly correct such Content.

    Although we are not obligated to monitor Content and do not undertake any responsibility to review it, we reserve the right, at any time and without notice, to review, remove, or restrict access to any Content that we determine, in our sole discretion, violates this Agreement, is unlawful, or may compromise the rights or safety of others. We may also terminate the accounts of violators at any time without notice. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this Agreement.

    You may not provide Content that is defamatory, abusive, profane, offensive, threatening, harassing, racially or ethnically offensive, illegal, or otherwise objectionable. Doing so may result in suspension or termination of your account. You may also not post or transmit any Content that infringes or violates the rights of others, including intellectual property, privacy, publicity, or copyright rights. We encourage you to report any inappropriate Content or misconduct that you become aware of through the Services.

    The following types of Content are strictly prohibited:

  1. Intellectual Property. The Platform and Third-Party Platforms (defined below) are protected under both United States and foreign laws, including, but not limited to, copyright and trademark laws. Unauthorized use may violate such laws. All Materials are made available for internal, business use only, and no other use is permitted without our prior written consent. We and our licensors retain all right, title, and interest, including all intellectual property rights, in and to the Platform and Third-Party Platforms. If you violate any part of this Agreement, your permission to access the Platform and Third-Party Platforms will automatically terminate and you must immediately destroy copies you have made of any Materials.

    You retain sole and exclusive ownership over all Content. By submitting Content, you grant us a non-exclusive, irrevocable, perpetual, transferable, sub-licensable, fully paid, royalty-free, worldwide license to use, store, host, copy, distribute, modify, adapt, publicly display, perform, and create derivative works from that Content solely in connection with the operation, provision, and improvement of the Services, including customer support, analytics, security, and marketing in relation to the Services.

    The trademarks, service marks, and logos of TL (the “TL Trademarks”/ TLVI (the “TLVI Trademarks”) used and displayed on the Platform are registered and unregistered trademarks or service marks of Teaching Labs. Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with the TL/ TLVI Trademarks, the “Trademarks”). Nothing in this Agreement or elsewhere on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any Site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the TL/TLVI Trademarks inures to the benefit of TL/TLVI.

    Elements of the Platform are also protected by trade dress, unfair competition, and other applicable laws. You may not copy or imitate any part of the Platform, in whole or in part, including through framing or mirroring. No Materials may be retransmitted without our express written consent for each specific instance.

  2. Third-Party Platforms. The Platform may link or redirect you to third-party Sites or integrate with third-party services (e.g., Google Workspaces) (collectively, “Third-Party Platforms”). You acknowledge that the Third-Party Platforms are provided by our third-party service providers and vendors (“Vendors”) and are not under our control. Any information or content made available through the Third-Party Platforms do not necessarily reflect our opinions or imply our recommendation or endorsement of such Third-Party Platforms or the opinions expressed therein. We are not responsible for the privacy practices of any Third-Party Platforms. Please be aware that Third-Party Platforms may collect both personally identifiable information (“PII”) and non-PII from or about you. You should review the terms of use and privacy policies applicable to any Third-Party Platforms prior to using or visiting such platforms.

    We provide access to Third-Party Platforms solely as a convenience to you, and your use of or access to any Third-Party Platform is at your own risk. We have no obligation to maintain any link or integration with any Third-Party Platform and may disable or remove access at any time, in our sole discretion and for any reason. We are not responsible or liable, directly or indirectly, for any harm, loss, or damage alleged to be caused by or in connection with your use of or reliance on any content, products, services, or other materials available on or through any Third-Party Platform, or for any action you take based on such content or services.

  3. Violation of Rules and Regulations; Disclosure of Information. We reserve the right to seek all remedies available at law and in equity for violations of the rules and regulations governing the Platform and Supporting Infrastructure, including, without limitation, this Agreement, including the right to block access from a particular IP address. We may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Policy we reserve the right at all times to: (i) disclose any information as we deem necessary to satisfy any applicable law, regulation, legal process, or governmental request; or (ii) edit or remove any information or materials, in whole or in part, as applicable, in our sole discretion.

  4. Indemnity. You agree to indemnify, defend, and hold us and our subsidiaries, affiliates, officers, agents, employees, contractors, partners, and licensors (including Vendors) harmless from and against any and all suits, actions, losses, claims, proceedings, demands, expenses, damages, settlements, judgments, injuries, liabilities, obligations, risks, and costs, including, without limitation, reasonable attorneys’ fees, due to, relating to, or arising out of: (i) your use of the Platform and Third-Party Platforms; (ii) your violation of this Agreement; (iii) your negligence, fraud, or willful misconduct; (iv) any Content you submit, post, transmit, or otherwise make available through the Services, including, without limitation, any claim that such Content infringes or misappropriates the intellectual property, privacy, publicity, or other rights of any third party, or otherwise violates applicable law; and/or (v) your violation of any law or regulation or any third party’s rights, including, without limitation, any failure to properly obtain , secure, or record any consents required under Section 6. We reserve the right, at your expense, to assume the exclusive defense and control of any matter which you are required to indemnify against, and you agree to cooperate in our defense of such matter. This indemnification will survive termination of this Agreement.

  5. Limitation of Liability. YOU UNDERSTAND AND AGREE THAT NEITHER WE NOR OUR VENDORS WILL BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF THE PLATFORM OR THIRD-PARTY PLATFORMS, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM: (A) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE PLATFORM OR THIRD-PARTY PLATFORMS; (B) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (C) DAMAGE TO YOUR OR ANY OTHER USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY USED TO ACCESS THE PLATFORM OR THIRD-PARTY PLATFORMS; (D) RELIANCE ON ANY MATERIALS; (E) INABILITY TO ACCESS THE PLATFORM OR THIRD-PARTY PLATFORMS DUE TO INTERRUPTIONS, DELAYS, OR FAILURES IN TELECOMMUNICATION NETWORKS OR HOSTING EQUIPMENT; OR (F) UNAUTHORIZED ACCESS TO OR USE OF THE PLATFORM OR THIRD-PARTY PLATFORMS.

    OUR TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES WILL BE LIMITED TO ONE HUNDRED UNITED STATES DOLLARS ($100.00). YOU ALSO ACKNOWLEDGE AND AGREE THAT YOU ARE ACCESSING OR USING THE PLATFORM WITH A FULL UNDERSTANDING OF THE LIMITATION OF OUR LIABILITY IN THIS AGREEMENT.

    BY ACCESSING THE PLATFORM, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

    Some jurisdictions do not allow exclusions of liability for certain types of damages. Accordingly, some of the above limitations may not apply to you to the extent prohibited by law. In such cases, our liability will be limited to the fullest extent permitted by applicable law.

  6. No Warranties. All information provided through the Platform is subject to change. While we make reasonable efforts to ensure the accuracy of the information on the Platform, it is not possible to guarantee its completeness or timeliness. We assume no responsibility or liability for any actions taken as a result of using the Platform, or for any errors or omissions in the Materials. THE PLATFORM AND ALL THIRD-PARTY PLATFORMS ON THE SITE ARE PROVIDED TO YOU ON AN “AS-IS,” “AS-AVAILABLE” BASIS AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF THE PLATFORM OR ANY THIRD-PARTY PLATFORMS, OR ANY PRODUCTS, INFORMATION, OPINIONS, AND MATERIALS AVAILABLE THEREON. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION YOU OBTAIN FROM THE PLATFORM OR ANY THIRD-PARTY PLATFORMS BEFORE RELYING ON IT. USE OF THE PLATFORM OR ANY THIRD-PARTY PLATFORMS IS AT YOUR SOLE RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE PLATFORM OR ANY THIRD-PARTY PLATFORMS WILL BE UNINTERRUPTED, COMPLETELY SECURE, VIRUS-FREE, OR ERROR-FREE. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 12, YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE PLATFORM OR ANY THIRD-PARTY PLATFORMS SHALL BE TO DISCONTINUE USE.

  7. No Fiduciary Relationship. Except to the extent set forth in a separate agreement between you and us, there is no fiduciary relationship between you and us. This Agreement does not create any relationship of principal and agent, partnership, joint venture, or employer and employee, between you and us. You may not enter into any contract on our behalf or bind us in any way.

  8. Right to Monitor. We reserve the right to actively monitor your use of the Platform and use any information gathered during such monitoring for any permissible purpose under the Privacy Policy. Additionally, we may, at any time as we deem appropriate, remove any materials from the Platform that, in our sole discretion, may be illegal, may subject us to liability, may violate this Agreement, or are, in our sole discretion, inconsistent with our purpose for the Platform.

  9. Electronic Communications. You acknowledge and agree that you may send and receive electronic messages through or in connection with the Platform, including, without limitation, by logging into your account or sending e-mails or text messages to us. You agree that we will communicate with you by e-mail or text message using the contact information we have on file for you (if any) or by posting notices on the Platform. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in this Agreement. Any information you provide to us through electronic means as described in this paragraph will be governed by our Privacy Policy.

  10. Use Outside of the United States. The Platform is operated by us from our offices within the United States of America. We make no representation that the information in the Platform is appropriate or available for use in other locations, and access to the Platform from territories where the contents of the Platform may be illegal is prohibited. Those who choose to access the Platform from other locations do so on their own initiative and are responsible for compliance with applicable local laws.

  11. Dispute Resolution. EACH PARTY AGREES THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM WILL BE DECIDED BY ARBITRATION OR SMALL CLAIMS COURT, AND NOT IN A COURT OF GENERAL JURISDICTION OR BY JURY TRIAL. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY SEEK TEMPORARY OR PRELIMINARY INJUNCTIVE OR EQUITABLE RELIEF FROM A COURT OF COMPETENT JURISDICTION WHERE NECESSARY TO PROTECT RIGHTS PENDING RESOLUTION OF THE UNDERLYING DISPUTE IN ARBITRATION.

    If the requirements for jurisdiction in small claims court are satisfied, either Party may seek to have a claim resolved in small claims court in the county of your residence or the small claims court in closest proximity to your residence. You may bring an action or proceeding in the small claims court of New York, New York.

    If you elect to arbitrate, you must first send us a written notice of your claim (“Notice of Claim”) to the address set out in the “Contact Us” paragraph, below. The Notice of Claim should include both the mailing address and email address you would like us to use when contacting you. If we elect to arbitrate, we will send, by certified mail, a written Notice of Claim to your address on file. A Notice of Claim, whether sent by you or by us, must (a) describe the nature and basis of the claim; and (b) set forth the specific amount of damages or other relief sought. If we do not reach an agreement to resolve the Claim within 60 days after the Notice of Claim is first received, you or we may commence arbitration by filing a demand for arbitration (“Demand for Arbitration”).

If a claim qualifies for small claims court, but a Party commences an arbitration proceeding, each Party agree that either Party may elect instead to have the claim resolved in small claims court, and upon written notice of a Party’s election, the American Arbitration Association (“AAA”) will administratively close the arbitration proceeding. Arbitration and small claims proceedings are mutually exclusive. A claim may be resolved either in small claims court or through arbitration, but not both. Once either Party commences one process (e.g., files a Demand for Arbitration or initiates a small claims action), that election shall govern the forum for resolving the dispute, unless the small claims court determines that the claim does not qualify for small claims jurisdiction. If a Party has filed a claim in small claims court, neither Party may subsequently initiate arbitration unless and until the small claims court determines it lacks jurisdiction. Any dispute about whether a claim qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the small claims court that the claim should proceed in arbitration. You may download or copy a form of notice and a form to initiate arbitration at www.adr.org or by calling 1-800-778-7879. The arbitration will be conducted by the AAA before a single AAA arbitrator under the AAA’s Consumer Arbitration Rules, which are available at www.adr.org or by calling 1-800-778-7879. The Parties shall equally share the arbitrator’s fees and administrative fees of arbitration, unless otherwise required by applicable law. If you demonstrate that the costs of arbitration will be prohibitive as compared to litigation, we will pay as much of the administrative fees and arbitrator’s fees as the arbitrator deems necessary to ensure that the arbitration process is not cost-prohibitive.

The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including whether any claim is subject to arbitration, except where such determination is expressly reserved to a small claims court. If federal law provides that a claim or dispute is not subject to binding arbitration, this section shall not apply to such claim or dispute. Any claim or dispute is to be arbitrated by a single arbitrator on an individual basis and not as a class, consolidated, or representative action. You expressly waive any right you may have to participate in such actions.

Arbitrators shall be attorneys or retired judges. The arbitrator shall apply governing substantive law and the applicable statutes of limitation. Unless applicable law provides otherwise, the arbitration hearing shall be conducted in the federal district in which you reside. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The award shall be binding only among the Parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. We will not seek to recover our attorneys’ fees and costs in arbitration from you unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Judgment on any award may be entered in any court having jurisdiction.

TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THESE TERMS, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS SECTION, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.

To the full extent permitted by applicable law, both you and we waive the right to bring any dispute as a class, consolidated, representative, collective, or private attorney general action, or to participate in a class, consolidated, representative, collective, or private attorney general action regarding any dispute brought by anyone else. Notwithstanding the arbitration provision set forth above, if the provision regarding waiver of class, collective, representative, and private attorney general claims of this section is found to be void or otherwise unenforceable, any such class, collective, representative, or private attorney general claims must be heard and determined through an appropriate court proceeding, and all other claims subject to arbitration shall remain in arbitration.

  1. Time Limit on Claims Against Us. You agree that any claim you may have arising out of or related to your use of the Platform or your relationship with us must be filed within one (1) year after the date such claim arose; otherwise, your claim is permanently barred.

  2. Governing Law; Venue. New York law and the Federal Arbitration Act govern all disputes arising out of or relating to the Platform and this Agreement, regardless of conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

  3. Severability and Waiver. If any provision of this Agreement will be deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions. Our failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of this Agreement.

  4. Assignment. We may assign this Agreement or any part of them without restriction or condition. You may not assign or otherwise transfer this Agreement or your rights under this Agreement without our prior written consent and any assignment in violation of this prohibition will be null and void.

  5. Our Remedies. You agree that any violation, or threatened violation, by you of this Agreement constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

  6. Contact Us. Contact us via email at info@teachinglabstudio.com.