Terms of Service

These Terms of Service ("Terms") govern your access to and use of the website and services provided by Continu Inc. ("Continu," "we," "us," or "our"), a Delaware corporation with its principal place of business at 205 Hudson Street, Floor 7, New York, NY 10013. By accessing or using our website or services, you agree to be bound by these Terms.

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1. Acceptance of Terms

By accessing or using our website and services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use our services. If you are using our services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

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2. Description of Services

Continu provides a cloud-based learning management platform designed to help organizations create, deliver, and measure learning and enablement programs. Our platform includes content authoring tools, learning journeys, assessments, certifications, analytics, AI-powered features, and integrations with third-party services. Access to certain features may require a paid subscription.

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3. User Accounts

To access certain features, you may need to create an account. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to suspend or terminate accounts that violate these Terms.

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4. Acceptable Use

You agree not to:

• Use our services for any unlawful purpose or in violation of any applicable laws or regulations
• Upload, transmit, or distribute any content that is harmful, offensive, defamatory, or infringes on intellectual property rights
• Attempt to gain unauthorized access to our systems, servers, or networks
• Interfere with or disrupt the integrity or performance of our services
• Use automated means (bots, scrapers, etc.) to access our services without prior written consent
• Reverse engineer, decompile, or disassemble any part of our platform
• Sublicense, resell, or redistribute our services without authorization

5. Intellectual Property

All content, features, and functionality of our platform — including but not limited to text, graphics, logos, icons, images, audio, video, software, and the underlying code — are the exclusive property of Continu or its licensors and are protected by United States and international copyright, trademark, patent, and other intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from any part of our platform without our prior written consent.

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6. User Content

You retain ownership of any content you upload or create through our platform ("User Content"). By uploading User Content, you grant Continu a limited, non-exclusive, worldwide, royalty-free license to store, display, and transmit such content solely for the purpose of providing our services to you. We do not use User Content to train AI models or share it with third parties outside of delivering the services.

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7. Payment Terms

If you subscribe to a paid plan, you agree to pay all applicable fees as described in your order form or subscription agreement. All fees are non-refundable unless otherwise specified in writing. We reserve the right to change our pricing with at least thirty (30) days' prior written notice. Failure to pay may result in suspension or termination of your access to the services.

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8. Disclaimer of Warranties

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

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9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONTINU SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES RESULTING FROM YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) OUR SERVICES. IN NO EVENT SHALL OUR AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID BY YOU TO CONTINU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

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10. Indemnification

You agree to indemnify, defend, and hold harmless Continu, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising from: (a) your use of our services; (b) your violation of these Terms; or (c) your violation of any third-party right, including any intellectual property or privacy right.

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11. Termination

We may terminate or suspend your access to our services immediately, without prior notice or liability, for any reason, including if you breach these Terms. Upon termination, your right to use the services will immediately cease. All provisions of these Terms that should reasonably survive termination shall survive, including ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

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12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in the State of Delaware, and the parties consent to the personal jurisdiction and venue of such courts.

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13. Changes to These Terms

We reserve the right to modify these Terms at any time. We will notify you of any material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of our services after such changes constitutes your acceptance of the new Terms.

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14. Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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15. Contact Us

If you have any questions about these Terms, please contact us at:

Continu Inc.
205 Hudson Street, Floor 7
New York, NY 10013
legal@continu.com