Terms of Service – Wild Zebra

Last updated April 4, 2025

Welcome to Wild Zebra! At Wild Zebra, we have built an AI educational tool that instructs students in English, Math, and other subjects; understands where each student is in their learning; and tailors tutoring to the needs of that specific student.

Please read these Terms of Service carefully! These Terms of Service form a legally binding agreement between you and Wild Zebra, Inc. (“Wild Zebra,” “we,” “us,” and “our”) regarding your access to and use of Wild Zebra’s AI education platform and related software and services (collectively, the “Education Platform”).

THE EDUCATION PLATFORM

We host, operate, and maintain the Education Platform, including performance of any related services mutually agreed upon by you and us and offered to you in connection with your authorized access to and use of the Education Platform (the “Services”). The Education Platform may comprise, among other things, the Services; one or more web sites, web pages, or web portals (collectively, the “Site”); one or more elements of software that enables you to access and use certain features and functions of the Education Platform, including features and functions enabled by artificial intelligence (collectively, the “Software”); and related educational content (collectively, the “Content”). Unless the context indicates otherwise, the term “Education Platform,” as used in these Terms of Service, comprises the Services, Site, Software, Content, and any of our related products, services, systems, technology, features, or functions (including any enhanced features or functions or premium products or services) that we offer to you from time to time as part of the Education Platform or in connection with your authorized access to and use of the Education Platform. Users of the Education Platform are referred to in these Terms of Service as “Users.”

AGREEMENT TO THESE TERMS OF SERVICE

Agreement to be Bound

By registering for, connecting with, subscribing to, purchasing, enrolling with, or otherwise accessing or using the Education Platform, you accept and agree to be bound by these Terms of Service (this “Agreement”), including the provisions below that (a) allow us, in certain circumstances, to cancel, suspend, or otherwise place limits on your access to and use of the Education Platform and (b) require you to resolve disputes with us by mandatory binding arbitration involving a class action waiver.

Legally Binding on You and Any Organization or Entity You Represent

This Agreement constitutes a legally binding agreement made between Wild Zebra and any Users, whether an individual student, a family, an individual tutor, a tutoring organization, a school, a school district, or other individual, organization, or entity (“you,” “yourself,” and “your”) that registers for, connects with, subscribes to, purchases, enrolls with, or otherwise accesses or uses the Education Platform. In the event that you purport to be an agent or other representative of an organization or entity (e.g., an officer or employee of a school, school district, or tutoring organization) or in the event that you otherwise, in fact, act on behalf of such an organization or entity, you hereby acknowledge and agree that references in this Agreement to “User,” “you,” “yourself,” and “your” include such organization or entity, as the case may be. Each of you and us are a “Party,” and may be referred to, collectively, as the “Parties.”

Your Affiliates

If you are an organization or entity, you may have one or more affiliates, such as a parent organization or company (each, a “User Affiliate”). A User Affiliate that wishes to access and use the features and functions of the Education Platform must enter into this Agreement separately with Wild Zebra by separately acquiring access to and use of the Education Platform. This creates a separate agreement between the User Affiliate and Wild Zebra. Neither you nor any User Affiliate has any rights under each other’s agreement with us, and breach or termination of any such agreement is not breach or termination of any other.

If You Do Not Agree to These Terms of Service

You agree that by registering for, connecting with, subscribing to, purchasing, enrolling with, or otherwise accessing or using the Education Platform, you have read, understood, and agree to be bound by this Agreement on behalf of yourself and any organization or entity you represent. If you do not agree to all of the terms of this Agreement, do not access or use the Education Platform. Except for certain kinds of disputes specifically described in Section 19 below, you agree that disputes arising under this Agreement will be resolved by mandatory, binding, individual arbitration, and by accepting this Agreement, you and we are each waiving the right to a trial by jury or to participate in any class action or representative proceeding. You agree to give up your right to go to court to assert or defend your rights under this Agreement. Your rights will be determined by a neutral arbitrator and not a judge or jury. Please see Section 19 for more information.

ELIGIBILITY TO ACCESS AND USE THE EDUCATION PLATFORM

Age

In order to register for, subscribe to, or otherwise purchase access to and use of the Education Platform, you must be at least 18 years of age (or the age of legal majority where you live and/or access the Education Platform). Since many of the students who will find the Education Platform most useful will be minors under the age of 18 years (or the applicable age of majority), it is the parents or other legal guardians of such minors who wish to allow their children, as individual students, to access and use the Education Platform, who must be at least 18 years of age (or the applicable age of majority) and who will create a User Account (as defined in Section 6.2 below). User Accounts created by parents and other legal guardians will be maintained by the applicable parent or legal guardian, and the parent or legal guardian agrees to monitor their child’s usage. By allowing a child access to your User Account, you also give that child permission to access all features and functions of the Education Platform.

Use Outside the United States

You acknowledge and understand that the Education Platform is designed, developed, hosted, operated, supported, maintained, and otherwise offered by us in or from the United States and that the Site, Software, and Content are controlled and offered by us from our facilities in the United States. The Education Platform is not intended for distribution to or use by any person, organization, or entity outside the United States, and we make no representations that the Education Platform, including the Site, Software, and Content, are appropriate or available for use in other locations or jurisdictions. More specifically, the Education Platform is not intended for distribution to or use by any person, organization, or entity in any jurisdiction where such distribution or use would be contrary to law or that would subject us to any registration requirement within such jurisdiction. Accordingly, those persons and entities that choose to access or use the Education Platform from locations outside the United States do so on their own initiative and are solely responsible for compliance with local laws.

Export Controls

You represent and warrant that you (and, if applicable, any organization or entity you represent) are not (1) located in a country that is subject to a US government embargo, or that has been designated by the US government as a “terrorist supporting” country; or (2) listed on any US government list of prohibited or restricted parties. You represent that you will comply with all US export control laws and the export control laws in your local jurisdiction.

If You Do Not Meet the Eligibility Requirements

By accessing or using the Education Platform, you represent and warrant that you meet all eligibility requirements. If you do not meet any such requirement, you must not access or use the Education Platform. We reserve the right to cancel, suspend, or otherwise limit your access to and use of the Education Platform, if you fail to comply with any of these eligibility requirements.

MODIFICATIONS TO THIS AGREEMENT

We reserve the right to modify the terms, conditions, limitations, and restrictions set forth in this Agreement, or any policies or Supplemental Terms (as defined in Section 5.1 below) related to your access to and use of the Education Platform, at any time and in our sole discretion; provided, that, in the event that we make such modifications, including introducing any such policies or Supplemental Terms, we will endeavor to notify you the next time that you access the Education Platform and allow you to review and accept the modifications, policies, or Supplemental Terms, as the case may be, prior to continuing. The most current version of this Agreement will be posted at https://www.wildzebra.com/tos/, and we will update the “Last updated” date at the top of this Agreement.

SUPPLEMENTAL TERMS

Agreement to Be Bound by Supplemental Terms

Supplemental Terms, if any, are hereby expressly incorporated into this Agreement by this reference. “Supplemental Terms” may include such things as terms of use that apply to your registration of, access to, or use of any User Account you create with us (see Section 6.2 below); end user license agreements that apply to your downloading or installing any elements of the Software; supplemental terms and conditions governing specific features or functions of the Education Platform; our supplemental policies, procedures, or guidelines governing access to and use of the Education Platform or specific elements thereof; rate sheets or list prices showing fees charged to access or use all or some elements of the Education Platform, now or in the future; or other terms and conditions published by us that supplement those set forth in this Agreement. Your continued access to and use of the Education Platform following notice of Supplemental Terms, including any modifications thereto, will constitute your acceptance of them. If you do not agree to Supplemental Terms as they are introduced, including modifications thereto as they occur, you will immediately discontinue accessing or using the Education Platform, including any and all of the features and functions thereof.

Separate Agreements Between You and Us

Supplemental Terms also may include express terms and conditions agreed upon and set forth in a separate, written, and signed agreement between Wild Zebra and you or an organization or entity you represent. If there is a conflict between the terms, conditions, limitations, or restrictions set forth in a separate, written, and signed agreement between Wild Zebra and you or an organization or entity you represent, the terms, conditions, limitations, and restrictions set forth in that separate, written, signed agreement will supersede the conflicting terms, conditions, limitations, or restrictions set forth in this Agreement, only to the extent of such conflict and only as long as that agreement is countersigned by an authorized signatory of Wild Zebra.

ACCESS TO AND USE OF THE EDUCATION PLATFORM

Permission to Access and Use the Education Platform

Subject to the terms, conditions, limitations, and restrictions set forth in this Agreement, we hereby grant to you, during the term of this Agreement, permission to access and use your User Account (as defined in Section 6.2 below) on any Internet-enabled device that you (or, if applicable, the organization or entity you represent) own or control solely for the purpose of accessing and using, on a non-exclusive, non-transferable, non-sublicensable basis, the features and functions of the Education Platform that we make available to you via your User Account and in accordance with any accompanying instructions, guidelines, and documentation, solely for your own educational purposes or the educational purposes of students you tutor or teach, and not for the purpose of any external distribution or dissemination of the Education Platform, or any element thereof, whether for commercial or non-commercial purposes. The foregoing license includes permission to download or install any elements of the Software that we make available for you to download and install using your User Account, but you may use such elements of the Software without modification or redistribution and only for the purposes set forth herein. You are not permitted to transfer or sublicense the foregoing license granted by us to you, including transferring access to or use of your User Account internally to other officers, employees, contractors, agents, or representatives of an organization or entity you represent, without our express authorization. You are also not permitted to reproduce, modify, aggregate, republish, resell, sublicense, redistribute, re-disseminate, download, or install the Education Platform, including any element thereof, except as otherwise expressly permitted by this Agreement, without our express, written consent, which consent must take the form of a separate, written, and signed agreement executed by an authorized signatory of Wild Zebra.

User Account

In order to access and use the Education Platform, you will need to create a user account (each, a “User Account”) with Wild Zebra. In the event that you are an agent or other representative of an organization or entity (e.g., an officer or employee of a school, school district, or tutoring organization), you and other agents and representatives of the organization or entity each may be allowed to create User Accounts. In that event, references in this Agreement to “User Account” include all such associated User Accounts, collectively, unless otherwise expressly noted or the context clearly indicates otherwise. To create a User Account, you will be required to provide certain information and establish authentication credentials. You agree to provide accurate, current, and complete information during creation of your User Account and to update such information to keep it accurate, current, and complete. As set forth in Sections 10 and 17.3 below, we reserve the right to terminate this Agreement and, in certain circumstances, cancel, suspend, terminate, or otherwise place limits on your access to and use of User Account, at any time and for any reason or no reason. That includes circumstances in which information provided by you, at the time of your User Account creation or later, proves to be inaccurate, not current, or incomplete. User Accounts assigned by us may be assigned to individual persons. You acknowledge that, in the case of User Accounts assigned to individual persons, each User Account is only for use by the assigned individual and is not transferable to any other individual (e.g., other officers, employees, contractors, agents, or representatives of an organization or entity you represent), and you agree that neither you nor any individual associated with you will create more than one User Account in order to access and use the Education Platform. You are responsible for maintaining the confidentiality of your User Account and authentication credentials and are responsible for the access to and use of your User Account and the Education Platform by anyone who obtained your authentication credentials through you. You may not share authentication credentials with anyone else or otherwise permit anyone other than yourself to access or use the Education Platform using your User Account or your authentication credentials. You will immediately notify us of any unauthorized use of your User Account or the Education Platform that comes to your attention.

Responsibility for Access to and Use of the Education Platform

You are solely responsible for the software, devices or other hardware, network connections, and other systems needed in order for you to access and use your User Account and the Education Platform. You accept any and all risk arising out of your use of the Education Platform, including, for the avoidance of doubt, your access to and use of the Services, Site, Software, and Content.

FEES AND CHARGES

Fees

Unless we expressly advertise that a new feature or function of the Education Platform is being offered, for a limited time, for free, you will be charged a fee, or fees, to access and use the features, functions, and other elements of the Education Platform. The amount of any such fees will be presented to you at the time that you initially create your User Account. You agree to provide us with current, complete, and accurate purchase, payment, billing, and account information. You further agree to promptly update any such information, including any information related to your authorized payment method, or methods, so that we can complete all payment and billing transactions promptly and contact you, as needed. All payments will be stated by us and paid by you in US Dollars. We may change our fees, rates, or prices at any time (it being understood that we will not apply such changes to you retroactively). You agree to pay all charges at the prices then in effect for your purchases, and you authorize us to charge your authorized payment method for any such amounts upon making purchases from us. Except as otherwise expressly set forth in this Agreement, all fees paid by you to us pursuant to this Agreement are non-refundable. If one or more of your purchases are subject to recurring charges, then you consent to our billing you or otherwise charging your authorized payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation of such recurring charges. To cancel any recurring charges, contact as at support@wildzebra.com. We reserve the right to correct any errors or mistakes in charges, even if we have already requested or received payment. We also reserve the right to refuse any purchase made using your User Account. If any features, functions, or elements of the Education Platform are provided by us to you for free, for a limited time, those features, functions, and elements are provided on an “as-is” and “as-available” basis without any warranties of any kind.

Payment Terms

At the time that you make any purchase, we will notify you of the timing of your payment. At a minimum, you hereby agree to pay all fees owed within 14 calendar days after your receipt of an invoice or payment notice from us, which include invoices and payment notices, if any, that are provided to you via the Education Platform. In any event, unpaid fees are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees.

Taxes

Sales taxes; value added taxes; goods and services taxes; or similar government fees, taxes, and surcharges (collectively, “Taxes”) may apply. Taxes that we are required by applicable law to collect and remit will be added to the price of purchases, as deemed required by us. You, on the other hand, are solely responsible for identifying and paying all Taxes that are imposed on you upon or with respect to the transactions and payments under this Agreement (and any penalties, interest, or other additional charges arising from such Taxes). Upon request, you will provide such information to us as we reasonably require in order to determine whether we are obligated to collect Taxes from you. We will not collect any Taxes for which you furnish us a properly completed exemption certificate or a direct payment permit certificate.

Third-Party Payment Providers

Acceptance and payment of funds between you and us may be performed using one or more designated third-party payment processors (each, an “Authorized Payment Processor”). Authorized Payment Processors and the methods of payment processing offered by such Authorized Payment Processors on the Education Platform (each, an “Authorized Payment Method”) will be determined by us in our sole discretion. The Authorized Payment Processor and Authorized Payment Method that Users use in connection with each transaction will be designated by the User at the time of completing the transaction or in connection with such User’s creation and maintenance of its User Account. We do not guarantee, at any given time, the availability of any Authorized Payment Method or the services of any Authorized Payment Processor, and we reserve the right to add, cancel, or otherwise change Authorized Payment Processors and Authorized Payment Methods at any time. Your use of an Authorized Payment Method is subject to any terms, conditions, limitations, or restrictions imposed by the Authorized Payment Processor that offers that Authorized Payment Method (each, a “Payment Agreement”) and may be modified by the Authorized Payment Processor from time to time. Your use of an Authorized Payment Method is conditioned upon your compliance with the applicable Payment Agreement, and if the applicable Payment Agreement expires or is terminated, canceled, or suspended by the Payment Processor, you may not be able to use the Education Platform or you may have your User Account terminated or suspended.

PROHIBITED CONDUCT

You will not access or use your User Account or the Education Platform for any purpose other than that for which we intend them to be used and for which they are designed and developed by us. Neither your User Account; the Education Platform; nor any related Services, Software, Content, or other products or services, may be used for any purpose other than your own educational purposes or the educational purposes of students you tutor or teach, as described in greater detail in Section 6.1 above. In addition to the other limitations, restrictions, representations, and warranties set forth in this Section 8 and elsewhere in this Agreement, you agree that you will not, without our express, written consent (which consent must take the form of a separate, written, and signed agreement executed by an authorized signatory of Wild Zebra):

reproduce, modify, make derivative works of, decipher, decompile, disassemble, or reverse engineer the Education Platform or any elements thereof, as applicable;
modify or remove any copyright notices or other proprietary rights notices of Wild Zebra or its licensors in or accompanying your User Account, the Education Platform, or any elements thereof;
access or use your User Account or the Education Platform in any manner that violates any applicable laws, including laws protecting copyrights, trademarks, or other intellectual property and laws concerning sanctions or export controls;
make your User Account or the Education Platform available in any manner to any third party for use in the third party’s business or other operations, other than an organization or entity you have expressly represented to us that you represent as an agent or other representative (e.g., as an officer or employee);
access or use (or permit third parties to access or use) your User Account or the Education Platform in order to build or support any products or services competitive with the Education Platform or Wild Zebra’s other products and services;
inaccurately or falsely represent your current location, your demographic location, your address, your employer, or otherwise inaccurately or falsely represent yourself to us;
circumvent, disable, or otherwise interfere, directly or indirectly, with any security-related features of your User Account or the Education Platform, including any features that prevent or restrict the use, downloading, redistribution, and/or reproduction of information, data, or other materials provided to you and others via the Education Platform;
engage in unauthorized framing of or linking to your User Account or the Education Platform;
interfere with, disrupt, or create an undue burden on the Education Platform, including the Site and Software, or any of the devices, hardware, networks, or other systems that we own or control;
upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other harmful code or materials that interfere with the uninterrupted use and enjoyment of the Education Platform by us or others or modifies, impairs, disrupts, alters, or interferes with the access to or use, features, functions, operation, or maintenance of the Education Platform;
use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses your User Account or the Education Platform, or using or launching any unauthorized script or other software.

FEEDBACK

We have not agreed to, and do not agree to, treat as confidential any comments, suggestions, ideas, or feedback provided by you, individually or on behalf of any organization or entity you represent, regarding your User Account; the Education Platform, including the Site, Software, Services, and Content; the information, data, and materials provided to you via the Education Platform; or any related products or services provided by us (collectively, “Feedback”), and nothing in this Agreement or in your and Wild Zebra’s dealings arising out of or related to this Agreement will restrict our right to use, profit from, disclose, publish, or otherwise exploit any Feedback, without compensation to you or any organization or entity you represent, or provide you or any organization or entity you represent with any rights in or to any of our products or services. You hereby waive all moral rights to any Feedback, and you hereby warrant that any Feedback you provide is original with you or that you have the right to provide such Feedback to us. You agree that there shall be no recourse against us for any alleged or actual misappropriation of any intellectual property or infringement of any intellectual or other proprietary rights in Feedback that you provide to us.

MANAGEMENT OF THE EDUCATION PLATFORM

We reserve the right, but are not obligated, to: (1) monitor your User Account and access to and use of the Education Platform for breaches of the terms, conditions, limitations, and restrictions set forth in this Agreement; (2) take appropriate legal action against anyone who we believe has violated applicable laws or otherwise breached this Agreement, including reporting such person to law enforcement authorities; (3) in our sole discretion and without prior notice or liability, remove from the Education Platform or otherwise disable any assets, files, or other content or materials that are in any way burdensome to the Site, Software, or the devices, hardware, networks, or other systems that enable the Education Platform; and (4) otherwise manage the Education Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Education Platform for us, you, and other Users.

MODIFICATIONS TO THE EDUCATION PLATFORM

We reserve the right to update, upgrade, improve, discontinue, and otherwise modify the Education Platform, including the Site; Software; Content; and the features, functions, and elements of the Education Platform at any time, for any reason, and without prior notice, including changes in our pricing (it being understood that we will not apply pricing changes to you retroactively). We also reserve the right, but are not obligated, to update, change, remove, and otherwise modify the information, data, and other content and materials provided to you and others via the Education Platform at any time, for any reason, and without prior notice. If, following any such modifications, you wish to cancel your User Account, you may do so following the procedures described in Section 17.2 below. We will not be liable to you or any third party for any such modifications.

CONFIDENTIAL INFORMATION, PERSONAL DATA, AND PRIVACY

Confidential Organizational, Business, Commercial, and Technical Information

“Confidential Information” means any organizational, business, commercial, or technical information in whatever form that is disclosed by one Party to the other Party and that would be regarded as confidential by a reasonable person, including all business, statistical, financial, marketing, and personnel information; customer or supplier details; know-how; designs; trade secrets; or software of the disclosing Party or any information that is marked as “Confidential.” Confidential Information does not include any information that (i) was publicly known and made generally available in the public domain at the time of disclosure; (ii) became publicly known and generally available to the public after disclosure to receiving Party without breach of this Agreement; (iii) was lawfully received by receiving Party from a third party without a breach of such third party’s obligations of confidentiality; (iv) was known to receiving Party or its employees or agents without such restrictions prior to its receipt from disclosing Party; (v) was independently developed by receiving Party without use of or reference to such Confidential Information; (vi) was generally made available to third parties by disclosing Party without such restriction; or (vii) is required to be disclosed by receiving Party pursuant to judicial order or other compulsion of law, provided that, in the latter case, receiving Party will provide to disclosing Party prompt notice of such order and comply with any protective order imposed on such disclosure. The receiving Party has the burden of proof in establishing that any one or more of the above-listed exceptions applies.

During the Term, in connection with the performance of this Agreement, either Party may receive Confidential Information from the other Party. Each Party agrees that it will comply with the following obligations: (i) the receiving Party will keep the Confidential Information secret; (ii) the receiving Party will not, in any manner whatsoever, provide the Confidential Information to third parties, unless the receiving Party has received prior permission in writing from the disclosing Party; and (iii) the receiving Party will only use the Confidential Information in connection with its performance of this Agreement.

If this Agreement is terminated, or the disclosing Party requests, the receiving Party will comply with the following obligations, except as otherwise directed by the disclosing Party: (i) the receiving Party will return all Confidential Information to the disclosing Party; (ii) the receiving Party will destroy and/or permanently delete all reproductions of Confidential Information; and (c) the receiving Party will confirm in writing that all Confidential Information has been returned and that all reproductions of Confidential Information have been destroyed and/or permanently deleted.

Each Party agrees that it will not, at any time, disclose to any third party, except its professional representatives or advisers with a need to know such Confidential Information or as required by law, any Confidential Information of the other Party. The receiving Party will be responsible for ensuring that any such representatives or advisors to whom they disclose Confidential Information are aware of the confidential nature of the Confidential Information and comply with the receiving Party’s obligations of confidentiality pursuant to this Section 12.

If either Party breaches its confidentiality obligations pursuant to this Section 12, the other Party shall be entitled to seek equitable relief to protect its interests in the Confidential Information, including, but not limited to, injunctive relief, in addition to any and all other rights and remedies available at law or equity.

Personal Data and Privacy

We care about the privacy of Personal Data (as defined below) that we collect. Our Privacy Policy is posted on our web site at https://www.wildzebra.com/privacy/. It discloses the Personal Data that we collect and how we use it. By accessing or using the Education Platform, you affirm that you have read our Privacy Policy and understand the policies outlined in it, so please review it carefully. You agree that we can use the Personal Data that we collect pursuant to and in accordance with the terms, conditions, limitations, and restrictions set forth in this Agreement and the policies outlined in our Privacy Policy, as updated from time to time.

For the avoidance of doubt, “Personal Data” means information relating to (i) an identified or identifiable natural person, where an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to their physical, physiological, mental, economic, cultural, or social identity; or (ii) any data, data element, or information that is subject to breach notification, data security obligations, or other data protection laws governing the collection, use, processing, or disclosure of personally identifiable information. Personal Data may comprise certain elements of data that relate to students, depending on the nature of such data. Such data may include a student’s name, grade, age, student identification number, classes and courses taken, instructor or instructors, tutor or tutors, and email address as part of login credentials, which may be obtained via Google, Microsoft, or another Single-Sign On method, to the extent, in each case, that such data, individually or when combined with other data, otherwise meets the definition of Personal Data set forth in this Section 12.2(b).

The Education Platform and any User Account you create with us are designed, developed, hosted, operated, supported, maintained, and otherwise offered by us in the United States. If you use your User Account or otherwise access and use the Education Platform from the European Union, Asia, or any other region of the world with laws or other requirements governing the collection, use, storage, processing, or disclosure of Personal Data that differ from applicable laws in the United States, then through your continued access to and use of the Education Platform, you are transferring any applicable Personal Data to the United States, and you expressly consent to have your Personal Data transferred to and stored and/or processed in the United States.

Further, you acknowledge and agree, by entering into this Agreement, that Wild Zebra may use, store, and process Personal Data in connection with your access to and use of the Education Platform, including, without limitation, (i) full name, (ii) email, (iii) physical address, (iv) phone number, and (v) other related information, including sensitive data, content, and information. You further acknowledge and agree that access to and use of the Education Platform may include, without limitation, collection, evaluation, sourcing, labeling, annotation, transcription, analysis, visualization, and validation of data or datasets. For the avoidance of doubt, when you access and use the Education Platform, you should not share any sensitive information or data whose use, collection, storage, or processing by Wild Zebra is subject to regulatory or legal compliance requirements, including Wild Zebra’s testing and training of artificial intelligence (or AI) models (see Section 12.2(e) below).

The Parties acknowledge that data privacy laws of jurisdictions may grant you certain rights as a data subject, including the right to opt out of the processing of your Personal Data, the right to delete or correct your Personal Data, and such other rights as described in our Privacy Policy. Notwithstanding the foregoing, you acknowledge and agree that your Personal Data may be used in the testing and processing of data using artificial intelligence (or AI) products, services, and models, including the testing and training of the AI models that make the Education Platform a useful education tool for you, as a User. Such products, services, and models may incorporate your Personal Data in such a manner as to render it highly difficult or functionally impossible to delete or erase such data. You acknowledge and agree that Wild Zebra has no obligation to fulfill a request to delete, correct, modify, or otherwise process data, including Personal Data, that has been integrated into AI products, services, or models of Wild Zebra in such a manner as to render it highly difficult or functionally impossible to delete, correct, modify, or erase. By entering into this Agreement and accessing and using the Education Platform, you consent to the risk of such collection, use, storage, and processing of your Personal Data. If you do not wish to assume such risks, you should not access or use the Education Platform, and you should immediately terminate this Agreement.

If you have any questions about the use, collection, storage, or processing of your Personal Data, including to test and train the AI models that make the Education Platform a useful education tool to you, as a User, contact us at support@wildzebra.com.

INTELLECTUAL PROPERTY

Definition of Intellectual Property Rights

“Intellectual Property Rights” means any and all intellectual and proprietary rights in and to copyrights; trademarks, service marks, trade names, trade dress, logos, and the goodwill therein; domain names; patents and patent applications; know-how; trade secrets; and confidential information, including, for the avoidance of doubt, moral rights; publicity rights; and rights in names, images, and likenesses, that may exist now or in the future in any part of the world, in all cases whether or not registered or registrable.

Ownership of User Property

As between you and Wild Zebra, you will remain at all times the owner of any copyrights; trademarks, service marks, trade names, trade dress, logos, or the goodwill therein; domain names; patents or patent applications; know-how; trade secrets; or Confidential Information designed, developed, or created by you prior to the effective date of this Agreement or, if designed, developed, or created by you after the effective date of this Agreement, designed, developed, and created by you independently of this Agreement and without use of, reproduction of, or reference to any Wild Zebra Property or our Confidential Information, including Intellectual Property Rights therein and related thereto, including Intellectual Property Right in and to any derivative works, translations, adaptations, modifications, or improvements thereon (“User Property”).

Ownership of Wild Zebra Property

Notwithstanding anything to the contrary in Section 13.2 above, User Property does not include Wild Zebra Property. “Wild Zebra Property” comprises the following: (a) the Education Platform (including all features, functions, elements, materials, and content provided by Wild Zebra via your User Account and the Education Platform, including any and all techniques and learnings relating to the improvements or modifications that we implement or otherwise develop in connection with our operation, support, and maintenance of the Education Platform; any statistical or logging data (including order of operation, timing, and performance data) obtained during operation, support, and maintenance of the Education Platform; and any source code, object code, sample code, documentations, libraries, development tools, displays, designs, images, graphics, text, data, databases, data sets, algorithms, models, video, and audio related to the Education Platform); (b) the Site; (c) all Software (in both human-readable source-code format and machine-readable object-code format); (d) all Content (and any authorized or unauthorized reproductions thereof); (e) our trademarks, service marks, trade name, logos, and any goodwill related thereto; and (f) any documents, text, graphics, art, video, trailers, or other works of authorship, assets, or materials (whether digital or physical, tangible or intangible) designed, developed, or created by us prior to the effective date of this Agreement or, if designed, developed, or created by us after the effective date of this Agreement, designed, developed, and created by us independently of this Agreement and without use of, reproduction of, or reference to any User Property or your Confidential Information. We will remain at all times the owner of Wild Zebra Property, including, as to both all of subsections (a)-(f) above, all Intellectual Property Rights therein and related thereto, including Intellectual Property Rights in and to any derivative works, translations, adaptations, updates, upgrades, or other modifications thereto or improvements thereon.

WARRANTIES AND INDEMNIFICATION

Mutual Warranties

The Parties represent and warrant to each other that they have requisite power and authority to enter into this Agreement and that they are not a party to any arrangements that could reasonably be expected to hinder or prevent the performance of their obligations under this Agreement.

Wild Zebra Warranties

Wild Zebra further represents and warrants to you that: (a) we have all necessary Intellectual Property Rights in and to Wild Zebra Property and that Wild Zebra Property does not infringe the Intellectual Property Rights of any third party; and (b) in connection with performance of this Agreement, we are in compliance with all applicable laws, rules, and regulations.

Your Warranties

You further represents and warrants to Wild Zebra that: (a) you have all necessary Intellectual Property Rights in and to User Property that you offer, disclose, or share with Wild Zebra and that such User Property does not infringe the Intellectual Property Rights of any third party; (b) in connection with performance of this Agreement, you are in compliance with all applicable laws, rules, and regulations; (c) you meet the eligibility requirements for accessing and using the Education Platform set forth in this Agreement; (d) all information you submit to us is true, accurate, current, and complete and will be maintained as such by you; (e) you are authorized to accept this Agreement on behalf of any organization or entity you purport to represent as an agent or other representative (e.g., as an officer or employee of a school, school district, or tutoring organization) or that you otherwise, in fact, act on behalf of; (f) you have not, and will not, access or use your User Account or any features or functions of the Education Platform for any illegal or unauthorized purpose, and your access to and use of the Education Platform will not cause Wild Zebra to be in violation of any applicable laws, rules, or regulations; and (g) you have not, and will not, access or use your User Account or any feature, functions, or elements of the Education Platform in a manner that misappropriates the intellectual property or otherwise infringes on the intellectual property rights of any third party. If you breach these representations and warranties, in addition to any other remedies that we may have at law or equity, we will have the right to cancel, suspend, or otherwise limit your access to and use of your User Account and refuse to allow you (and, if applicable, the organization or entity you represent) to access and use any or all of the features and functions of the Education Platform, now and in the future.

Indemnification

Each Party agrees to indemnify, defend, and hold harmless the other Party and its officer, directors, shareholders, members, employees, and other agents from and against any and all liabilities, costs, expenses, damages, claims, suits, actions, judgments, settlements, contributions, fines, penalties, and losses (including any direct or indirect consequential losses, loss of profit, and loss of reputation and all interest, penalties, and legal and other reasonable professional costs and expenses) arising out of or in connection with any breach of this Agreement, including the representations and warranties set forth in this Section 14; gross negligence; or intentional misconduct.

Disclaimer

We specifically disclaim all implied warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Without limiting the foregoing, you specifically acknowledge that we make no warranty that your User Account or the Education Platform, including the Services; the Site; the Software; the Content; the other information, data, and materials provided to you and others as part of the Education Platform; and any related products or services will meet your requirements or be error-free or without interruption; that all non-conformities will be corrected; that the Education Platform will be free of vulnerability to intrusion or attack; or that your specific requirements will be satisfied. You acknowledge we do not control the transfer of information or data over communications facilities, including the Internet, and that the Education Platform and your access to and use of your User Account may be subject to limitations, delays, and other problems inherent in the use of such communications.

LIMITATIONS OF LIABILITY

Disclaimer of Consequential Damages

Except in the event of a breach of our non-disclosure obligations set forth in Sections 12.1 and 12.2 of this Agreement, neither we nor our officers, employees, directors, subsidiaries, agents, and licensors are responsible or liable for any indirect, incidental, special, consequential, exemplary, punitive, or other damages whatsoever (including, but not limited to, damages for lost profits, goodwill, use, data, or other intangible losses) arising out of or related to your access to and use of your User Account or the Education Platform, including the Services; the Site; the Software; the Content; the other information, data, and materials provided to you and others as part of the Education Platform; and any related products or services, whether based on contract, tort, warranty, statute, or otherwise.

Cap on Liability

To the maximum extent permitted by applicable law and except in the event of our gross negligence or intentional misconduct, our maximum liability to you with respect to your access to and use of your User Account and the Education Platform, including a material breach of this Agreement by us, is the greater of $500.00 US Dollars or the amount of the fees, if any, that you have paid to us for access to and use of your User Account in the period preceding the event, or events, giving rise to your claim.

FORCE MAJEURE

A Party will not be liable to the other Party due to the failure to fulfill its obligations in a timely manner if such failure is the result, wholly or partially, of events outside the reasonable control of such Party and that such Party could not avoid with the exercise of reasonable care, such as: (1) breakdowns of the internet, telephone, or electricity network; (2) calamities and environmental disasters; (3) virus outbreaks and pandemics; (4) strikes and work stoppages; and (5) acts of war and terrorism.

TERM AND TERMINATION

Term

The term of this Agreement commences upon your acceptance of this Agreement, as evidenced by your registering a User Account or otherwise purchasing, accessing, or using the Education Platform.

Termination by You

You may terminate this Agreement at any time by logging into the User Account you created with us (and, if applicable, into each associated User Account) and electing to cancel your User Account or by sending an email to us at support@wildzebra.com. For the avoidance of doubt, canceling a User Account does not relieve you of the obligation to pay any remaining payments owed in connection with that User Account or otherwise accrued prior to the effective date of such cancellation, and, except as otherwise expressly set forth in this Agreement, all fees paid by you to us pursuant to this Agreement are non-refundable.

Termination by Us

We may terminate this Agreement by canceling or suspending your User Account in the event that you breach any of the terms, conditions, limitations, restrictions, representations, or warranties set forth in this Agreement or in the event that you no longer meet the eligibility requirements set forth in Section 3 above. We may also terminate this Agreement for convenience at any time for any reason or no reason, with 14 calendar days’ prior notice to you and by refunding any pre-paid fees paid by you for access to and use of the Education Platform that are not attributable to the products and services that we provided to you prior to the effective date of such cancellation.

Effect of Termination

Following termination of this Agreement for any reason, within 30 days thereafter, we may delete any User Account that you created with us and any data or other information associated with that User Account, including your Personal Data, with or without advance notice. If we cancel or suspend your User Account for any reason, you are prohibited from registering and creating a new User Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of an organization or entity. In addition to canceling or suspending your User Account and/or terminating this Agreement, we reserve the right to take appropriate legal action, including, without limitation, pursuing civil and criminal remedies and seeking injunctive relief.

COPYRIGHT INFRINGEMENTS

We respect the intellectual property rights of others. If you believe that any content or other materials provided via the Education Platform to you or anyone infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification, if applicable. Please be advised that, pursuant to US federal law, you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that materials provided via the Education Platform infringe your copyright, you should consider first contacting an attorney.

DISPUTE RESOLUTION; MANDATORY BINDING ARBITRATION

Informal Negotiation

To expedite resolution and control the cost of any dispute, controversy, or claim related to this Agreement, including any Supplemental Terms (each a “Dispute” and collectively, the “Disputes”), brought by either of the Parties, the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least 30 days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Mandatory Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration before a single arbitrator. You understand that without this provision, you would have the right to sue in court and, in certain cases, have a jury trial. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (collectively, the “Rules”) and in accordance with the Expedited Arbitration Procedures in the Rules, both of which are available on the JAMS web site at www.jamsadr.com/adr-rules-procedures/ (or a successor site). Your arbitration fees shall be governed by the Rules and, where appropriate, limited by the Rules. If such fees expressly are determined by the arbitrator to be excessive, we will pay all arbitration fees. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the Rules or applicable law, the arbitration will take place in King County, Washington, USA. Judgment on the award may be entered in any court having jurisdiction. This Section 19 shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

Court Jurisdiction and Venue

If for any reason, all or any portion of a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state or federal courts located in the State of Washington sitting in or having jurisdiction in King County, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts.

No Class Actions or Representative Proceedings

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) Disputes specifically seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) Disputes specifically related to, or arising from, allegations of fraud, theft, or piracy; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction and listed in Section 20 below, and the Parties agree to submit to the personal jurisdiction of that court.

Federal Arbitration Act

The Parties hereby agree that this Agreement affects interstate commerce and that the enforceability of this Section 19 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, this Agreement, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action or proceeding, which is prohibited by this Agreement. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s, organization’s, or entity’s claims, preside over any type of class or representative action or proceeding, or preside over any action or proceeding involving more than one individual, organization, or entity.

Confidentiality of Proceedings

The arbitrator and the Parties will maintain the confidentiality of any proceedings, including, but not limited to, any and all information gathered, prepared, and presented for purposes of the arbitration or related to the Dispute. The arbitrator will have the authority to make appropriate rulings to safeguard that confidentiality unless the law provides to the contrary.

No Delays

In no event shall any Dispute be commenced more than one year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction and listed in Section 20 below, and the Parties agree to submit to the personal jurisdiction of that court.

Right to Opt Out

You may opt-out of the waiver of the right to have certain Disputes resolved in a class action and the waiver of the right to a jury trial described in this Section 19 by emailing us at support@wildzebra.com within 30 days after entering into this Agreement in the manner described herein. You must include your name, phone number, physical address, and email address in your opt-out notice. This is your only mechanism for opting out of the terms, conditions, limitations, restrictions, and waivers set forth in this Section 19, and failure to do so as described herein constitutes your consent hereto, including such waivers. If you choose to opt out, please note that all other provisions in this Agreement will remain intact and in full force and effect.

GOVERNING LAW; JURISDICTION AND VENUE

This Agreement, and your access to and use of the Education Platform and any User Account you create with us, will be governed by and interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Washington, USA, without reference to its choice of law rules. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from this Agreement. As set forth in Section 19 above, any dispute between you and us that is not subject to arbitration will be resolved in the state or federal courts located in the State of Washington, USA, sitting in or having jurisdiction in King County.

NOTICES

Notices from you to us or us to you shall be in writing and may be sent via email or via your User Account. In any event, you can notify us or send questions, complaints, or claims related to the Education Platform to us by contacting us using the contact information set forth below. Notices from us to you will be sent to the email address or mailing address provided by you as part of your User Account.

MISCELLANEOUS

This Agreement and any Supplemental Terms related to your access to and use of the Education Platform and any User Account you create with us that are incorporated into this Agreement constitute the entire agreement and understanding between you and us concerning your User Account and the Education Platform, including the Services; the Site; the Software; the Content; the other information, data, and materials provided to you and others as part of the Education Platform; and any related products or services and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the Parties with respect to said subject matter. This Agreement may not be amended, except by a writing signed by both Parties. Except as otherwise expressly set forth herein, no shrink-wrap, click-to-accept, purchase order, or other terms or conditions outside this Agreement (“Additional Terms”) will be binding on us, even if use thereof requires an affirmative acceptance of such Additional Terms before access or use is permitted. Additional Terms will have no force or effect and will be deemed rejected by us in their entirety. For the avoidance of doubt, the Supplemental Terms defined in Section 5 above are not Additional Terms, as that term is used in this Agreement. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is adjudged to be invalid, void, or unenforceable, you and we hereby agree that the remaining provisions of this Agreement shall not be affected thereby, that the provision in question may be replaced by the lawful provision that most nearly embodies the original intention of you and us, and that this Agreement shall in any event otherwise remain valid and enforceable. This Agreement is for the benefit of, and shall be binding upon us and you. No third party shall be considered a third-party beneficiary hereunder. We may assign any or all of our rights and obligations under this Agreement to others at any time. You may not assign or transfer your rights or obligations under this Agreement without our prior written consent. You and we are independent contractors with respect to this Agreement, your User Account, and the Education Platform. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of this Agreement. You agree that this Agreement will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of written or electronic signatures by the parties hereto to execute this Agreement.

CONTACT US

In order to resolve a complaint regarding access to or use of the Education Platform or any User Account you create with us or to receive further information from us about the Education Platform, please contact us at support@wildzebra.com.