Whizara Open Marketplace Platform
Terms of Service
Last modified: January 9, 2025.
Welcome to the Whizara Open Marketplace Platform (“Platform”) operated by Learn2Code.Live LLC (DBA: Whizara) (“Whizara”). These Terms of Service (“Terms”), together with our Privacy Policy, (collectively, the “Agreement”), govern your use of the Platform and any other materials and services provided by Whizara (collectively, the “Services”). By accessing, registering, or otherwise using the Services, you confirm that you: (a) have read, understood, and agree to be bound by these Terms; (b) are of legal age and have the authority to enter into this Agreement; and (c) will comply with all applicable laws, rules, and regulations when using the Platform. You accept these Terms by: (a) accessing or viewing the content on the Platform; (b) registering as an Educator or providing education services through the Platform; (c) contracting for Services as a School; or (d) using the Platform in any manner; or indicating your agreement to these Terms during registration or other interaction with the Services.
If you do not agree to these Terms, you must not use the Platform. By using our Services, you agree to these Terms and are legally bound by them. If you do not understand or agree to these Terms, please refrain from using the Services.
Please review our Privacy Policy which explains how we handle your data and provides you with more information regarding our practices concerning data that you provide or that we may collect about you through the Services.
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Definition
For the purposes of these Terms:
“Users” or “User” refers to any individual or entity accessing or using the Platform.
“Schools” refers to education institutions or other entities seeking education services through the Platform.
“Educators” refers to independent contractors providing education services through the Platform.
“Other Users” refers to individuals or entities interacting with the Platform in any capacity other than as Schools or Educators.
“Individual Agreement” refers to any separately negotiated and executed contract between Users of the Whizara platform, including but not limited to agreements between educators, individual schools, school districts, or other entities engaging in services through the Platform. Such agreements may govern the scope of services, pricing, deliverables, payment terms, cancellation policies, and other specific terms agreed upon by the parties.
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Description of Services
The Whizara Open Marketplace Platform (“Platform”) connects Schools seeking education services with Educators offering such services. Whizara provides the Platform as a tool to facilitate these connections but does not supervise, manage, or control the services provided by Educators.
Role of Educators
Educators are independent contractors, not employees of Whizara or the Schools. Educators decide how they deliver services, including the methods, materials, scheduling, frequency, and duration. Educators are solely responsible for the quality of their services.
Role of Schools
Schools are responsible for selecting Educators based on their needs. Schools should carefully review each Educator’s qualifications, such as their education, experience, and any feedback or reviews. Whizara does not verify Educator credentials or guarantee the quality of their services.
Supervision of Minors
For services involving minors under the age of 18, a responsible adult, such as a parent, guardian, or School representative, must supervise all such sessions.
Platform Availability
The Platform is accessible via the Internet, but availability may vary depending on your location. Whizara cannot guarantee uninterrupted access or the successful delivery of messages sent through the Platform. Schools and Educators are encouraged to use additional communication methods when necessary.
Internet and Equipment Requirements
To use the Platform, you must have Internet access and the necessary equipment, such as a computer or mobile device, and pay any open service fees or other costs associated with the use of the Platform.
Data Use and Parental Consent
If Schools use the Platform for students under 13, they are responsible for obtaining parental consent as required by the Children’s Online Privacy Protection Act (COPPA). Whizara processes student data only as needed to provide the Services and complies with applicable privacy laws. Schools should share Whizara’s Privacy Policy with parents to ensure transparency about how data is collected and used.
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Whizara’s Intellectual Property
You acknowledge and agree that Whizara has developed and acquired, over many years, substantial intellectual property rights to the materials used in the Services. This includes all rights, title, and interest in the materials, such as handouts and any content created by Whizara's employees or consultants and provided as part of the Services. Additionally, all intellectual property rights related to the Services themselves are and will remain the exclusive property of Whizara and its licensors.
You agree not to use any of Whizara's materials, name, logo, or trademark without Whizara’s prior written consent. This extends to any audio, video, photographs, text, graphics, logos, layouts, designs, interfaces, software, data, and other content associated with the Services (collectively, the "Content").
The Content is protected by intellectual property and other laws in the United States and other countries. You must comply with all such laws and applicable copyright, trademark, or other legal notices or restrictions. You are prohibited from removing or altering any copyright, trademark, or other legal notices marked on the Content.
It is important to understand that Whizara retains all rights, title, and interest in the Services and the Content. Accessing the Services does not grant the User of the Services ownership of any portion of the Content. Except as specifically provided within this Agreement, Whizara reserves all rights in and to the Services and the Content.
For materials specifically commissioned by Whizara, including those created by Educators under Whizara’s direction, Whizara retains ownership rights. Materials independently developed or commissioned by Schools outside of Whizara’s Services belong to the respective creators or Schools. For clarity, if you develop content commissioned by a School or independently of this Agreement, including content paid for directly by a School, the ownership of the rights to that content will belong to you and/or the School, as may be agreed to between you and the School in a separate agreement. Whizara will have no ownership rights to such independently created content.
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License
As part of the Services provided under this Agreement, Whizara may share with you certain materials protected by copyright. Copyright is a type of intellectual property that protects creative works of authorship, including training materials, articles, photographs, and videos. In order to permit your effective use of the Services and to the extent Whizara has the legal right to do so, Whizara grants you a limited, non-exclusive, and non-transferable license to access and view the Content. This access is solely for educational purposes and solely as necessary for your effective use of the Services provided under the Agreement. Any other use of the Content is strictly prohibited. You must not reproduce, redistribute, sublicense, transfer, perform, transmit, display, sell, edit, modify, adapt, or prepare any derivative works of any Content without prior written approval of Whizara.
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Your Property and License
You retain exclusive ownership of all materials you developed before or independently of this Agreement, including documents, photos, videos, curricula, books, and other similar works related to your work under this Agreement. You are solely responsible for ensuring your materials comply with applicable laws and regulations.
Subject to the terms of this Agreement, you grant Whizara a non-exclusive, non-transferable, perpetual, irrevocable, royalty-free license to use, modify, display, and share your materials solely for the purposes of providing and improving the Services described in this Agreement.
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Relationship Between Schools, Educators, and Whizara’s Open Marketplace Platform
The Whizara Open Marketplace Platform is designed to facilitate connections between Schools and independent Educators. Whizara provides the Platform as a tool for Schools to find Educators and for Educators to offer their services. However, Whizara’s role is limited to that of a facilitator and does not extend to managing or controlling the relationships or transactions between Schools and Educators.
Key elements of this relationship are as follows
(a)Educator Requirements
Educators participating in the open marketplace must meet the minimum qualifications set by Whizara, including subject expertise and relevant certifications. The Educators must also comply with background check requirements where applicable and adhere to Whizara’s Open Marketplace Platform Terms of Service. Additionally, educators are expected to maintain professional conduct, uphold platform standards, and ensure high-quality instructional delivery in accordance with Whizara’s policies.
(b)Independent Relationship
Educator’s Role. Educators using the Platform are independent contractors. They are not employees, agents, or representatives of Whizara or the Schools. Educators are solely responsible for the services they provide, including their methods, materials, schedules, and outcomes.
School’s Role. Schools engaging Educators through the Platform are solely responsible for selecting, contracting with, and paying Educators for their services. Schools must evaluate Educator credentials, experience, and reviews to ensure suitability for their needs.
Whizara’s Role. Whizara acts as a neutral facilitator by providing the Platform and related tools. Whizara does not participate in or supervise the transactions, education sessions, or communications between Schools and Educators. Whizara does not guarantee the quality of services provided by Educators or the performance of Schools. Whizara is not a party to the agreements formed between Schools and Educators.
(c)Tax Obligations
Educators using the Platform are independent contractors. Educators are solely responsible for reporting and paying any applicable taxes on the income they earn through the Platform. This includes, but is not limited to, self-employment taxes, federal, state, and local income taxes. Whizara does not withhold or remit any taxes on behalf of Educators. Whizara may provide a Form 1099-NEC to Educators as required by applicable law, but Educators are advised to consult a tax professional regarding their specific obligations.
(d)Educator and School Relationship
The Platform enables Schools and Educators to establish direct agreements for education services. These agreements, formed independently between Schools and Educators, may include terms for service expectations, rates, schedules, and deliverables. Whizara is not a party to these agreements and does not supervise or enforce their terms. Whizara acts as a neutral intermediary and does not facilitate payments between Schools and Educators. Whizara may charge Platform usage fees or transaction fees to Educators or Schools. Any such fees will be disclosed during the registration or service process.
(e)Disputes between School and Educator
Disputes arising between Schools and Educators are to be resolved directly between the parties. Whizara’s role in disputes is limited to facilitating communication and providing access to transactional records, if available, through the Platform. Whizara does not mediate disputes unless explicitly stated in the terms of the Platform.
(f)Transparency and Consent
Schools and Educators must carefully review and agree to the specific terms governing their use of the Platform. By using the Platform, both parties acknowledge Whizara’s limited role as a facilitator and agree to independently manage and fulfill their contractual obligations to each other.
(g)Whizara-managed Services
For clarity, Whizara offers a range of Services, including direct Educator assignments under individual service agreements (“Whizara-managed Services”) as well as access to independent Educators through the Platform.
For Whizara-managed Services, Whizara contracts with Educators to deliver Services directly to the participating Schools. In these cases, Whizara is responsible for managing Educator availability, assigning Educators to specific engagements, and evaluating performance to ensure high-quality service delivery.
On the Open Marketplace Platform, independent Educators operate outside Whizara’s managed assignment process. Schools engaging with Educators through the Open Marketplace are solely responsible for managing schedules, setting expectations, and evaluating performance directly with the Educators. Whizara provides the Platform as a facilitator but does not oversee or guarantee the quality, availability, or outcomes of services provided by independent Educators.
Regardless of the service model, all Educators participating in Whizara’s programs are expected to meet minimum qualifications and comply with the requirements set forth by Whizara, including adherence to applicable policies, standards, and legal regulations.
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Payment and Fees
(a)Payment for Whizara-Managed Services
For Whizara-managed services, payment terms are governed by the individual Service Agreements between Whizara and the School. Whizara will issue invoices in accordance with the payment schedule specified in the Service Agreement or any applicable change orders. Schools agree to remit payments (payable to "Learn2Code.Live, LLC") within fifteen (15) days of the invoice date or immediately upon completion of each service as noted in the Service Agreement, whichever is later.
(b)Open Marketplace Platform Usage Fees
Schools and Educators acknowledge that fees for using the Open Marketplace Platform are subject to these Terms. Whizara charges fees to Schools and/or Educators for access to and use of the Platform. These fees are non-refundable and non-cancelable, except as explicitly stated in an individual Service Agreement or other written agreement. Schools and Educators are responsible for understanding and agreeing to the applicable fees before using the Platform.
(c)Payments Between Schools and Educators
Payments for services provided by Educators to Schools are managed independently between the two parties. Whizara facilitates the payment process through the Platform but is not responsible for the financial terms agreed upon between Schools and Educators. Any disputes regarding payments for services procured through the Platform must be resolved directly between the School and the Educator.
(d) Late Payments
Whizara reserves the right to charge a late payment fee of 1% per month, or the maximum amount permitted by law (if less than 1% per month), for any payment not received within thirty (30) days of the invoice due date.
(e)No Guarantee of Payment
Whizara does not guarantee payments from Schools to Educators or vice versa. Both parties acknowledge that they are independently responsible for fulfilling their respective financial obligations.
(f)Nonrefundable Payments
All fees, including those for Platform usage and services, are non-refundable and non-cancelable, unless explicitly stated otherwise in an individual Service Agreement or another written agreement between the parties.
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Non-solicitation of Employees
You agree not to solicit Whizara-employed Educators or employees for independent engagements outside Whizara-managed services during the term of this Agreement and for one year afterward. This provision does not restrict Schools from engaging Educators through the Open Marketplace Platform as specified in these Terms.
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Independent Contractor
The parties agree that nothing in this Agreement creates a joint venture, partnership, agency, employment, or fiduciary relationship between the parties. Whizara operates as an independent contractor, utilizing its professional judgment and expertise to fulfill its obligations under this Agreement.
For Whizara-managed services, Whizara acknowledges that it has no authority to bind Educators to third-party agreements or make commitments on their behalf without written permission from a designated School official or representative of a community-based organization.
On the Open Marketplace Platform, independent Educators are not employees, agents, or representatives of Whizara. Whizara serves as a facilitator of the Platform and does not assume responsibility for the Educators' obligations, commitments, or contractual arrangements with Schools.
Whizara is free to provide similar services to other customers during or after the term of this Agreement, including operating the Open Marketplace Platform. Customers understand and agree that Whizara may engage with multiple Schools, Educators, and organizations simultaneously, and such engagements do not require the customer’s consent.
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Disclaimer of Warranties and Limitation of Liability
Whizara provides the Open Marketplace Platform and its Services on an "as is" and "as available" basis, without any representations, warranties, or guarantees of any kind. Whizara does not guarantee uninterrupted availability, Educator quality, or specific service outcomes, including but not limited to the success of any engagement between Schools and independent Educators.
Whizara expressly disclaims all warranties, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and suitability. Any materials, information, or content provided as part of the Services are offered "as is" without any guarantees of completeness, reliability, or usability.
Whizara is not liable for disputes, damages, or issues arising from transactions, agreements, or interactions between Schools and independent Educators on the Open Marketplace Platform. Schools and Educators are responsible for resolving disputes directly.
Whizara does not guarantee the Service, website, or Platform will always operate without interruptions, errors, or defects. You may experience occasional downtime or disruptions due to maintenance, system errors, third-party actions, or circumstances beyond Whizara’s control, including but not limited to internet outages, cyber threats such as software bugs, viruses, or hacking attempts, or other technical issues.
To the fullest extent permitted by law, Whizara’s total liability for all claims shall not exceed the GREATER OF $100 OR THE AMOUNT PAID for the Services in the 12 months immediately preceding the claim. Under no circumstances will Whizara be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to lost profits, data loss, or service interruptions, even if Whizara has been advised of the possibility of such damages.
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Indemnification
To the extent permitted by law, you agree to defend, indemnify, and hold harmless Whizara, its directors, officers, employees and agents, and their respective successors, heirs and assigns from and against any third-party claims, actions, or demands, losses, damages, or expenses (including reasonable attorney fees) arising from or relating to your use of the Services or materials, or your violation of these Terms or any rights of a third party. Your indemnification obligation must survive the termination of this Agreement.
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Dispute Resolution
We believe that most disputes can be resolved amicably and timely.
Informal Dispute Resolution:
For disputes arising from the Open Marketplace Platform, these Terms of Service apply. Whizara’s role in such disputes is strictly limited to facilitating communication and providing transactional records between participating Schools and independent Educators.
For disputes related to Whizara-managed Services or materials provided under this Agreement, you agree to first contact Whizara with your concerns or questions before initiating any formal legal claim. Whizara will work in good faith to resolve the issue promptly. If the dispute is not resolved within 60 days, either party may initiate final and binding arbitration, which will serve as the exclusive method of dispute resolution.
Arbitration Forum
If the dispute is not resolved through informal means, either party may commence arbitration with National Arbitration and Mediation (“NAM”) under its Comprehensive Dispute Resolution Rules and Procedures, as applicable. Whizara will not seek attorneys’ fees or costs in arbitration unless the arbitrator determines that the claim is frivolous. The arbitration provisions in this Agreement are governed by the Federal Arbitration Act, and to the extent not inconsistent with the FAA, the Texas Arbitration Act.
Arbitration Procedures
The demand for arbitration must be in writing and must be made by the aggrieved party within the statute of limitations period provided under applicable Texas and/or federal law for the particular claim. Failure to make a written demand within the applicable statutory period constitutes a waiver to raise that claim in any forum. Arbitration proceedings will be held in Sugar Land, Texas.
The arbitrator shall apply applicable Texas and/or federal substantive law to determine issues of liability and damages regarding all claims to be arbitrated, and shall apply the Texas Evidence Code to the proceeding. The parties shall be entitled to conduct all discovery to which they would have been entitled to had the parties' controversy been filed in a Texas Superior Court and the arbitrator shall have the power to limit such discovery pursuant to motions and protective orders under the same rules and limitations as if he/she were a Texas Superior Court judge. The arbitrator shall hear motions for summary disposition as provided in the Texas Code of Civil Procedure.
The arbitrator shall rely on the Texas Arbitration Act, Tex. Civ. Prac. & Rem. Code § 171.001 et seq., to conduct the arbitration and any pre-arbitration activities. The court has exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of this binding arbitration agreement. Within thirty (30) days following the hearing and the submission of the matter to the arbitrator, the arbitrator shall issue a written opinion and award which shall be signed and dated. The arbitrator's award shall decide all issues submitted by the parties, and the arbitrator may not decide any issue not submitted. The arbitrator shall prepare in writing and provide to the parties a decision and award which includes factual findings and the reasons upon which the decision is based. The arbitrator shall be permitted to award only those remedies in law or equity which are requested by the parties and allowed by law.
The final award may be appealed to another arbitrator who will be chosen by the parties in the same manner as the original arbitrator. All the rules governing judicial appeals of judgments from the Superior Court shall apply to any appeal of this award, including but not limited to the time frames, deadlines and the standards of review.
The cost of the arbitrator and other incidental costs of arbitration that would not be incurred in a court proceeding shall be borne by the party initiating the arbitration. The parties shall each bear their own costs and attorneys' fees in any arbitration proceeding, provided, however, that the arbitrator shall have the authority to require either party to pay the costs and attorneys' fees of the other party, as is permitted under federal or state law, as a part of any remedy that may be ordered.
BOTH PARTIES UNDERSTAND THAT BY USING ARBITRATION TO RESOLVE DISPUTES THEY ARE GIVING UP ANY RIGHT THAT THEY MAY HAVE TO A JUDGE OR JURY TRIAL WITH REGARD TO ALL ISSUES CONCERNING EMPLOYMENT.
The parties may only bring claims against each other in their individual capacity and not as a class representative or class member in any purported class action or representative proceeding. If for any reason this class action waiver or waiver of a representative action is found invalid by any court or adjudicator, the parties agree to sever out from this arbitration provision any and all class or representative claims, such claims shall proceed in court and not in arbitration.
THE PARTIES UNDERSTAND AND AGREE THAT THE PARTIES ARE BOUND BY THIS PROVISION REGARDING MANDATORY BINDING ARBITRATION OF ANY DISPUTE ARISING UNDER THIS AGREEMENT. THE PARTIES UNDERSTAND THAT BY AGREEING TO ARBITRATION, THE PARTIES ARE WAIVING THE RIGHT TO A TRIAL BY JURY OF THE MATTERS COVERED BY THIS ARBITRATION PROVISION. THE PARTIES ALSO UNDERSTAND AND AGREE TO ONLY BRING CLAIMS AGAINST EACH OTHER IN THEIR INDIVIDUAL CAPACITY AND NOT AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
Exceptions
This dispute resolution section does not require informal resolution or arbitration for the following types of claims:
1. Individual claims filed in small claims court.
2. Requests for injunctive or other equitable relief to prevent unauthorized use or abuse of the Services or to address intellectual property infringement or misappropriation.
Governing Law and Jurisdiction:
This Agreement is governed by the laws of the State of Texas, excluding its conflict of law provisions.
Except as otherwise provided in the Arbitration Procedures section, any claims or disputes that are not subject to arbitration, including those related to the enforceability or validity of the arbitration clause or requests for injunctive relief, will be heard and resolved exclusively in the federal or state courts located in Sugar Land, Texas, U.S.
By using Whizara’s Services, the User of the Services consents to the personal jurisdiction of these courts and waives any objections related to jurisdiction, venue, or inconvenience of forum for resolving such disputes.
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Notice
For any questions or concerns related to the Services or Whizara’s materials, please contact us at info@whizara.com
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Force Majeure
Neither party shall be liable for any failure or delay in fulfilling its obligations under this Agreement if such failure or delay is caused by unforeseen events beyond its reasonable control, including but not limited to war, riots, government actions, pandemics, public emergencies, shutdowns, major strikes, or natural disasters that render performance impossible or impractical.
If such an event occurs, the affected party must:
1. Take reasonable steps to mitigate the impact and resume performance as soon as practicable.
2. Promptly notify the other party, providing relevant details, evidence, and updates on when normal operations are expected to resume.
Once the force majeure event concludes, the parties shall resume their contractual obligations. However, if the User of the Services is unable to fulfill its obligations for more than 120 consecutive days due to such an event, Whizara reserves the right to terminate your access to our Services or delete your account.
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Term and Termination
The User of the Services may discontinue use of the Services at any time, except where a specific term or termination condition applies under an individual Service Agreement or a specific engagement on the Open Marketplace Platform between the parties.
Termination:
(a)Whizara-Managed Services: Either party may terminate this Agreement, as part of the Whizara-managed services, for any reason by providing at least thirty (30) days’ prior written notice to the other party. Upon termination of Whizara-managed services, your access to the Services and any related materials will be discontinued. Obligations under these Terms, including payment obligations and provisions intended to survive termination, will remain in effect.
(b)Open Marketplace Platform Services: Termination of services facilitated through the Open Marketplace Platform will be governed by these Open Marketplace Terms of Service as well as any separate agreement entered between the participating School and Educator. Schools and independent Educators are responsible for adhering to termination provisions outlined in their individual agreements. Whizara’s role is limited to providing the Platform and facilitating communication, and it has no further obligations once the Platform services are terminated.
(c)Suspension of Services: Whizara reserves the right to suspend or terminate your access to the Services or delete your account if we determine: (1) the User breached these Terms; (2) Whizara must do so to comply with the law; or (3) such use of our Services could cause risk or harm to the Platform, other Users, or anyone else.
(d)Survival: Regardless of the type of service, any provisions of these Terms that by their nature are intended to survive termination, including Whizara’s Intellectual Property; Your Property and License; Non-solicitation; Disclaimer of Warranties and Limitation of Liability; Indemnification; Dispute Resolution; Data Privacy and Protection; Confidentiality; Payment Obligations; Governing Law and Jurisdiction; and Miscellaneous Provisions will remain in effect.
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Changes of these Terms
Whizara reserves the right to update these Terms and introduce or amend Marketplace-specific Terms. Continued use of the Services after updates constitutes agreement to the modified terms.
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Data Privacy and Protection
The nature of the Services requires that Whizara collects, uses, and discloses protected information about you as part of the Services ("Data"). The use of any protected Data is governed by Whizara’s current Privacy Policy which is available for your review at the following link: https://www.whizara.com/privacy-policy.
You can access Whizara’s Privacy Policy by clicking the following link: Privacy Policy. Whizara reserves the right to change the Privacy Policy as needed.
In addition, Whizara may compile and use aggregate data derived from the performance of Services for statistical analyses, reports, and training purposes. By purchasing Services, you agree to such use.
Whizara may link to third party websites. Whizara is not responsible for the data policies, procedures, or content on these third-party websites.
You acknowledge the inherent security risks of online transactions over the internet. Whizara implements appropriate technical and organizational measures to protect your data, such encryption and access controls. While we strive to minimize these risks, no online service can guarantee complete security. By using our Services, you agree to cooperate with us, such as keeping your password confidential and reporting any suspicious activity. You also have various rights under the data privacy rules and regulations, including the right to access, rectification, and erasure. For more information, please refer to our Privacy Policy. If you wish to change or update the Data Whizara holds about you, please contact us at info@whizara.com.
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Confidential Information
You may obtain access via the Platform to certain confidential information of Whizara, its affiliates, or third-party partners, including but not limited to technical, contractual, product, program, pricing, marketing, or other proprietary information that is reasonably understood to be confidential (“Confidential Information”). You agree to maintain all such Confidential Information in strict confidence and not to disclose it to any third party without prior written consent from Whizara. All rights, title, and interest in the Confidential Information remain with Whizara, its affiliates, or its licensors.
The obligations of confidentiality outlined in these Terms do not apply to any information that you can demonstrate by legally sufficient evidence: (a) was in your possession prior to your receipt from Whizara, without an obligation to maintain its confidentiality; (b) is or becomes publicly available through no fault or action of your own or otherwise without violation of these Terms; (c) was lawfully disclosed to you by a third party who had the right to disclose it, without an obligation to maintain its confidentiality; (d) was independently developed by you without reference to or use of any Confidential Information and without participation by individuals who had access to the Confidential Information; or (e) must be disclosed pursuant to a valid order from a court, governmental authority, or other legal requirement, provided that you promptly notify Whizara in writing to allow Whizara to seek an appropriate protective order or other remedy before disclosure.
You agree to use Whizara’s Confidential Information solely for the purpose of using the Platform and Services in accordance with these Terms and not for any other purpose, including competitive or commercial purposes, without Whizara’s explicit consent.
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User Content
Responsibility for User Content
You are solely responsible for any content that you create, upload, transmit, post, or display while using the Platform.
Whizara may now or in the future allow Users, including Schools and Educators, to submit, post, display, provide, or otherwise make available content such as text, images, videos, files, documents, comments, questions, or other materials (collectively, “User Content”) through the Platform.
Ownership of User Content
You retain ownership of any User Content that you create and make available on the Platform. Whizara does not claim ownership rights over your User Content.
License to Whizara
By submitting, posting, or otherwise making User Content available on or through the Platform, you grant Whizara a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information about, edit, translate, distribute, publicly perform, publicly display, and create derivative works of your User Content in any form, media, or technology, now known or hereafter developed, solely for purposes related to operating, promoting, and improving the Platform and its Services.
License to Other Users
You also grant other Users of the Platform a non-exclusive license to access, use, reproduce, distribute, display, and perform your User Content as permitted through the functionality of the Platform and in accordance with these Terms.
Legal Rights to User Content
By submitting User Content, you represent and warrant that: (a) you own or have the necessary legal rights to submit the User Content to the Platform; (b) your User Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other rights of any third party; (c) your User Content complies with applicable laws and regulations.
Prohibited Content
You agree not to create, upload, post, send, receive, or store User Content that:
(a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise inconsistent with Whizara’s mission or community standards;
(b) discloses unauthorized personal information of others;
(c) infringes upon the intellectual property rights, privacy rights, or other legal rights of any individual or entity;
(d) contains viruses, malware, or other harmful computer code designed to interrupt, destroy, or limit the functionality of the Platform or its Users’ devices.
Whizara’s Rights to Edit or Remove Content
Whizara reserves the right, at its sole discretion, to review, edit, or remove User Content that violates these Terms, includes unauthorized commercial advertisements, or is otherwise deemed inappropriate for the Platform.
Miscellaneous -
No Assignment
You understand and agree that you may not assign or transfer any rights or licenses granted under this Agreement, in whole or in part, without the written consent of Whizara. Absent such consent, any assignment or transfer is void.
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Entire Agreement
This Agreement constitutes the entire agreement between you and Whizara with respect to your use of the Services and materials, superseding any prior agreements between you and Whizara regarding your use of the Services and any materials.
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Survival.
The following sections shall survive the expiration or termination of these Terms: Whizara’s Intellectual Property; Your Property and License; Non-solicitation; Disclaimer of Warranties and Limitation of Liability; Indemnification; Dispute Resolution; Data Privacy and Protection; Confidentiality; Payment Obligations; Governing Law and Jurisdiction; and Miscellaneous Provisions.
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Governing Law, Venue, and Jurisdiction
These Terms and all claims arising from or related to your use of the Services will be governed by and construed in accordance with the laws of the State of Texas, except Texas’s conflict of law rules. You agree that any disputes arising from this Agreement will be heard exclusively in the state and federal courts in Sugar Land, Texas.
Regardless of any statute or law to the contrary, you must file any claim related to use of the Services or these Terms within one (1) year of the events first giving rise to such claim. Otherwise, you will waive the claim.
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Binding Effect
This Agreement shall be binding upon the parties and benefit the parties and their respective legal representatives, successors and permitted assigns.
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Severability
If any provision of this Agreement becomes invalid or ruled invalid by any court of competent jurisdiction or is deemed unenforceable, it is the intention of the parties that the remaining provisions of this Agreement shall not be affected.
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Priority of Agreements
In the event of any conflict or inconsistency between this Agreement and any other agreement between the parties, the order of precedence shall be as follows:
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Individual Agreements - Any written agreement between the parties that specifically governs the terms of a particular service or engagement shall take priority over this Agreement.
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This Agreement – These general terms shall apply in all instances where no individual service agreement governs the matter.
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Except as otherwise provided, all agreements shall be interpreted to give effect to their provisions to the fullest extent possible without conflicting with higher-priority agreements.