Terms of Service

Last Updated: February 6, 2024

Welcome to the education solutions services provided by Learn2Code.Live LLC (DBA:Whizara), (“Whizara”). These Terms of Service (“Terms”), including the Privacy Policy referenced below, govern your use of this website and any other materials and services provided by Whizara (collectively, the “Services”).

Please read these Terms carefully before using our Services. These Terms and our Privacy Policy explain how we handle your data and form the agreement that affects your rights (“Agreement”). By using our services, you agree to these Terms and are legally bound by them. If you don't understand or agree, please don't use our 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.

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 you 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.

All materials specifically commissioned by Whizara and created during the Service performance under this Agreement, including works protected by copyright, codes, trade secrets, know-how, moral rights, service or trademarks, or any other intellectual property rights or interests (“Work Product”), will belong solely to Whizara. This means Whizara shall have the right to use any such Work Product without your permission or any additional compensation to you. 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 by the parties in a separate agreement. Whizara will have no ownership rights to such independently created content.

2. 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.

3. 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.

4. Payment and Fees

In consideration for the Services to be performed, you agree to make and Whizara agrees to accept as full compensation the fees listed in the Service Agreement (the “Compensation”). Compensation fees are non-refundable and non-cancelable, except as otherwise described in the Service Agreement. Whizara will send invoices to you in accordance with the payment schedule listed in the Service Agreement. You agree to make payments (payable to " Learn2Code.Live, LLC") within thirty (30) days of the date of the invoice or immediately upon completion of each service as noted in the Service Agreement and any signed change orders, whichever is later. Payments should be sent to Accounts Receivable, Learn2Code.Live, LLC., 5826 New Territory Blvd #323, Sugar Land TX 77479.

Late payment. 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 from invoice date.

5. Non-solicitation of Employees

You agree that during the term of this Agreement and for one year following the termination date, you shall not:

Solicit Customers: Take any action to solicit any customer of Whizara that results in the termination of any contract between the customer and Whizara. This includes any attempt to induce or encourage a customer to end their business relationship with Whizara.
Interfere with Business Relationships: Interfere with any business relationship of Whizara, including any employment or consulting relationship, which relates in any way to the business and purpose of the Services provided under this Agreement.
Recruit or Hire Whizara Personnel: Recruit, solicit for employment, or employ any Whizara employee or contractor provided by Whizara to deliver Services under the Agreement or with whom you had contact in connection with the Services, including without limitation Whizara's online or in-person instructors, or any other Whizara’s employee.

The parties agree that the restrictions set forth in this Section 5 are reasonable and do not impose an undue hardship or any injury to the public. These provisions are necessary to protect the legitimate business interests of Whizara and its customers. The scope of this Section 5, in terms of both length of time and geographic scope, is reasonable and narrowly tailored to achieve the legitimate objectives set forth herein. Furthermore, adequate consideration supports these restrictions, including the consideration set forth in this Agreement.

6. Independent Contractor

The parties agree that nothing in this Agreement creates a joint venture, partnership, agency, employment, or contractor relationship. Whizara is an independent contractor and will use its professional judgment and expertise to fulfill its obligations under this Agreement. Whizara acknowledges that it has no authority to bind customers to third-party agreements without written permission from a designated school official or a representative of a community based organization.

Whizara is free to provide similar services to other customers during or after the term of this Agreement and any renewals. Customer understands that Whizara may be working with other customers at the same time, and such other engagements do not require customer's permission.

7.Disclaimer of Warranties and Limitation of Liability

The Services and any materials are provided on an “as is” and “as available” basis. WHIZARA DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE INFORMATION AND MATERIALS PROVIDED AND ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL WHIZARA’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF $100 OR THE AMOUNT YOU PAID US IN CONNECTION WITH THE SERVICES IN THE 12 MONTHS PRECEDING THE DATE OF THE ACTIVITY GIVING RISE TO THE CLAIM.
Whizara does not guarantee that the Service or this website will always work perfectly or be available without errors. You may experience occasional downtime or errors due to various factors. Whizara is not responsible for any issues beyond our control, such as internet outages, errors in materials, or online risks like viruses or hackers.

We do not use children’s protected information for promotional activities or target advertising or marketing to children, and we do not create or build personal profiles of students.

8. 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.

9. Dispute Resolution

We believe that most disputes can be resolved amicably and timely. Before filing a formal legal claim in connection with the Services or materials provided under this Agreement, you agree to first contact Whizara with your concerns or questions. If we are unable to resolve any dispute arising out of or relating to this Agreement, the Services, or materials obtained through Whizara amicably or in a timely manner, you and Whizara agree that such dispute will be governed by the laws of the State of Texas. You agree that all such claims and disputes will be heard and resolved exclusively in the federal or state courts located in and serving Sugar Land, Texas, U.S. You consent to the personal jurisdiction of those courts over you for this purpose, and you waive and agree not to assert any objection to such proceedings in those courts (including any defense or objection to jurisdiction or venue or inconvenience of forum).

10. Notice

For any questions or concerns related to the Services or Whizara’s materials, please contact us at info@whizara.com

11. Force Majeure

Neither party is responsible for fulfilling their obligations under this Agreement if unforeseen events like war, riots, government actions, pandemics, emergencies, shutdowns, major strikes, or natural disasters make it impossible or impractical. If such an event occurs, the affected party must take reasonable steps to resolve it quickly and inform the other party immediately, providing evidence and updates on when everything returns to normal. Once the event is over, both parties resume their obligations. However, Whizara can choose to terminate this Agreement if the customer cannot fulfill their obligations for more than 120 days within the Agreement term due to such events.

12. Term and Termination
Term. The term of this Agreement shall commence on the Effective Date as listed in the Service Agreement and continue for (3) years unless terminated as provided in this Section 12 (the “Term”). Please note that the duration of the term of your Service may vary depending on the terms of your specific Service Agreement.

Termination. Both parties may terminate this Agreement, for any reason, upon thirty (30) days prior written notice to the other party. Upon termination, you will no longer have access to the Service or any related materials. Your obligations under these Terms of Service, including payment obligations, will survive termination.

13. Changes to these Terms:
Whizara reserves the right to modify these Terms at any time by posting the amended terms of service. Your continued use of the Services after the amended terms are posted constitutes your agreement to the amended terms. If you do not agree to the amended terms, you must stop using the Services.

14. 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: 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.

Miscellaneous
15. 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.

16. 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.

17. Survival.
The following sections shall survive the expiration or termination of these Terms: Sections 1 Whizara’s Intellectual Property; Section 3 Your Property and License, Section 5 Non-solicitation, Section 7 Disclaimer of Warranties and Limitation of Liability; Section 8 Indemnification; Section 9 Dispute Resolution; Section 14 Data Privacy and Protection.

18. 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.

19. Binding Effect
This Agreement shall be binding upon the parties and benefit the parties and their respective legal representatives, successors and permitted assigns.

20. 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.