We Are Learning

Thank you for using the WeAre Services (as defined below), a cloud-based content creation services. Before reading this WeAre Terms of Service (this “Agreement” or these “Terms”), we strongly encourage you to read the FAQ webpage on our website to familiarize yourself with the WeAre Services.

To be eligible to register for a WeAre account and use WeAre’s Services, you must review and accept the terms of this Agreement and WeAre’s Privacy Policy located at (the “Privacy Policy”) by clicking on the “Signup” button or other mechanism provided. PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCEPTING THESE TERMS OR USING THE WEARE SERVICES, YOU AGREE TO THE PRIVACY POLICY AND THESE TERMS AND CONDITIONS WITH WE ARE LEARNING AS, a Norwegian company (“WEARE”). IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE “I ACCEPT” BUTTON AND YOU SHOULD NOT USE THE WEARE SERVICES.

In this Agreement, “you,” “your” and “Customer” will refer to you as the end user of the WeAre Services.

IMPORTANT NOTES: WEARE DOES NOT PROVIDE WARRANTIES OR INDEMNITIES FOR THE WEARE SERVICES, AND THESE TERMS LIMIT WEARE’S LIABILITY TO YOU.

Certain Definitions
1. The following terms, when used in this Agreement will have the following meanings:
  1. “Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
  2. “Customer Content” means the content provided by Customer and uploaded, processed or used in the WeAre Services.
  3. “Documentation” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by WeAre for the WeAre Services.
  4. “WeAre Services” means the SaaS-based content creation services, programs, features and platform provided by WeAre to you (including the WeAre APIs, Documentation and technical support that may be made available by WeAre to you in connection with such services), and subsequent updates or upgrades of any of the foregoing made generally available by WeAre.
Changes. You acknowledge that WeAre may change, deprecate or republish WeAre APIs for any WeAre Services or feature of the WeAre Services from time to time, and that it is your responsibility to ensure that calls or requests you makes to the WeAre Services are compatible with then-current WeAre APIs for the WeAre Services. Although WeAre endeavors to avoid changes to the WeAre APIs or WeAre Services that are not backwards compatible, if any such changes become necessary WeAre will endeavor to notify you at least thirty (30) days prior to WeAre’s implementation of any such incompatible changes to the WeAre Service of which it becomes aware.
WeAre Services
1. Provision of Services. Subject to the terms and conditions of this Agreement and WeAre’s Acceptable Use Policy (available at [insert link to AUP], the “AUP”), WeAre will use commercially reasonable efforts to make the WeAre Services available to you pursuant to this Agreement, and hereby grants you a non-exclusive right to access and use the WeAre Services to create Customer Content. If Customer is an agency, such rights may, as agreed by the parties, be restricted to access and use on behalf of only certain Customer clients.
2. Restrictions. The rights granted herein are subject to the following restrictions (the “Customer Restrictions”):
  1. You will not reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the WeAre Services;
  2. You will not transfer, distribute, resell, lease, license, or assign WeAre Services or otherwise offer the WeAre Services on a standalone basis, and, without limiting the foregoing, if Customer is an agency, you will only use the WeAre Services on behalf of your clients of which you are an agency of record and which have authorized you to use the WeAre Services on behalf of such clients within the scope of your other bona fide agency responsibilities for such clients;
  3. You will not (nor will it permit any third party to) use WeAre Services in any manner that violates WeAre’s AUP or any other term of this Agreement;
  4. You will not otherwise use the WeAre Services outside the scope expressly permitted hereunder;
  5. You will ensure that you and your users do not use temporary email addresses or share user accounts among multiple individuals, and you will permit WeAre to terminate the accounts of any users that violate this Agreement or the AUP.
3. Account Registration; Other Customer Responsibilities.
  1. To use the WeAre Services, you will be asked to create an account. As part of the account creation process, you will be asked to provide your email address and create a password. Until you apply for an account, your access to the WeAre Services will be limited to what is available to the general public. When registering an account, you must provide true, accurate, current and complete information about yourself as requested during the account creation process. You must also keep that information true, accurate, current and complete after you create your account.
  2. If you are registering for a WeAre account or using the WeAre Services on behalf of an entity or other organization that is the end user of the WeAre Services, then you are agreeing to these Terms for that entity or organization and representing to WeAre that you have the authority to bind such entity or organization to these Terms (and, in which case, the terms “you”, “your” and “Customer” will refer to that entity or organization). The exception to this is if that entity or organization that is the end user has a separate contract with WeAre covering one or more accounts and use of the WeAre Services, in which case that contract will govern the WeAre Services with respect to those accounts only. If you are registering for a WeAre account or using the WeAre Services as an individual, then you are agreeing to these Terms and representing to WeAre that you are of legal age and capacity to enter into this Agreement and form a binding and enforceable contract under Applicable Law.
  3. You will (i) be responsible for all use of the WeAre Services and Documentation under your account (whether or not authorized), (ii) be solely responsible for the accuracy, quality, integrity and legality of Customer Content, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the WeAre Services and Documentation and notify WeAre promptly of any such unauthorized access or use , (iv) be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the WeAre Services, including as set forth in the Documentation and (v) be solely responsible for your use of any third-party applications, portions of applications, products or services that you may integrate or use with the WeAre Services. You will be solely responsible for your failure to maintain such equipment, software and services, or to use the current version of the APIs made available by WeAre and WeAre will have no liability for such failure. With your permission (which may be by email or other reasonable means), WeAre may log into user accounts in order to debug the WeAre Services.
Fees
1. Fees. You agree to pay the subscription fees, additional usage fees and other fees set forth in WeAre’s standard schedule of fees, as may be updated from time to time, or any other order forms for the WeAre Services ordered by you and accepted in writing by WeAre. Fees are quoted and payable in United States Dollars, Euros or Norwegian NOK depending on your location and payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable.
2. Payment. Subject to certain credit requirements as determined by WeAre, WeAre may let you pay amounts due under these Terms in arrears. If WeAre lets you do that, you will make all of the payments due hereunder within thirty (30) days of the date of the invoice. Subject to the fee dispute resolution procedures below, if you are overdue on any payment and fail to pay within ten (10) business days of a written notice of your overdue payment, then WeAre may assess, and you must pay a late fee and/or suspend your account until you pay the amount you are overdue plus the late fee. The late fee will be either 1.5% per month, or the maximum amount allowable by law, whichever is less.
3. Fee Disputes. You must notify WeAre in writing if you dispute any portion of any fees paid or payable by you under this Agreement. You must provide that written notice to WeAre within sixty (60) days of the applicable charge and WeAre will work together with you to resolve the applicable dispute promptly. If you do not provide WeAre with this written notice of your fee dispute within this 60-day period, you will not be entitled to dispute any fees paid or payable by you.
4. Suspension. If your use of the WeAre Services exceeds the amounts prepaid by you or if you fail to pay any amounts due by you, WeAre may suspend your account without prior notice to you. WeAre will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur in connection with any suspension of your account pursuant to this section.
5. Taxes. All fees and other amounts payable by you under these Terms are exclusive of taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on our income.
Proprietary Rights, Confidentiality and Privacy
1. WeAre’s Ownership Rights. As between the parties, WeAre exclusively owns all right, title and interest in and to the WeAre Services. Except for the express rights granted hereunder, WeAre reserves all rights, title and interests in and to the WeAre Services and WeAre’s Confidential Information.
2. Feedback. Customer may from time to time provide WeAre suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the WeAre Services. WeAre will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. WeAre will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.
3. Customer Content. As between the parties, the Customer Content will be owned by you. You hereby grant to WeAre a non-exclusive, worldwide license to copy, distribute and use Customer Content solely in connection with providing the WeAre Services.
4. Confidentiality. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the Customer Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.
5. Aggregated Information. Notwithstanding anything to the contrary, WeAre shall have the right to aggregate, collect and analyze data and other information relating to the provision, use and performance of the WeAre Services and shall be free (during and after the term hereof) to (a) use such data and other information to develop and improve the WeAre Services and other WeAre offerings, and (b) disclose such data and other information solely in an aggregated and anonymized format that does not identify you or any individual.
6. Personal Data. Processing of personal data, if any, by WeAre for Customer is subject to the WeAre Data Processing Agreement available at: [DPA_Link] which is hereby incorporated into these Terms.
Warranties and Disclaimers
1. Customer. You warrant to WeAre that you have the necessary rights, licenses, consents, permissions, waivers and releases to use, make available and distribute the Customer Content in connection with the WeAre Services as contemplated herein. Without limiting the foregoing, if Customer is an agency, it warrants that it has been granted the necessary rights from its client(s) to use the WeAre Services and Customer Content related to such client(s) on such client(s)’ behalf.
2. DISCLAIMER. THE WEARE SERVICES AND ANY BETA SERVICES (AS DEFINED BELOW) ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. WEARE HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE WEARE SERVICES AND BETA SERVICES. WITHOUT LIMITING THE FOREGOING, WEARE DOES NOT WARRANT THAT THE WEARE SERVICES OR BETA SERVICES WILL BE ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.
3. BETA SERVICES. FROM TIME TO TIME, YOU MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH WEARE (FOR EXAMPLE, AN “EARLY ACCESS PROGRAM”) WHERE YOU GET EARLY ACCESS TO USE ALPHA OR BETA SERVICES, PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA SERVICES”) OFFERED BY WEARE. THESE BETA SERVICES ARE NOT GENERALLY AVAILABLE, ARE PROVIDED “AS IS”, AND MAY CONTAIN BUGS, ERRORS, DEFECTS OR HARMFUL COMPONENTS. YOU OR WEARE MAY TERMINATE YOUR ACCESS TO THE BETA SERVICES AT ANY TIME.
4. OSS. NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, WEARE DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY OPEN-SOURCE SOFTWARE OR FREE SOFTWARE THAT MAY BE INCLUDED IN OR ACCOMPANY THE SERVICES. WEARE HEREBY DISCLAIMS ANY AND ALL LIABILITY TO CUSTOMER OR ANY THIRD PARTY RELATED TO ANY SUCH OSS THAT MAY BE INCLUDED IN OR ACCOMPANY THE SERVICES. FOR PURPOSES OF THIS CLAUSE, OSS SHALL MEAN ANY SOFTWARE CODE THAT IS DISTRIBUTED AS “FREE SOFTWARE” OR “OPEN-SOURCE SOFTWARE” OR IS OTHERWISE DISTRIBUTED PUBLICLY IN SOURCE CODE FORM UNDER TERMS THAT PERMIT MODIFICATION AND REDISTRIBUTION OF SUCH SOFTWARE.
Indemnification. You will defend, indemnify and hold WeAre and its affiliates harmless against any actual or threatened claim, loss, liability, proceeding, governmental investigation or enforcement action arising out of or relating to your activities under these Terms or your acts or omissions in connection with the provision of any Customer Content in connection with the WeAre Services (“Claim”). WeAre and its affiliates will cooperate as fully as reasonably required in the defense of any Claim, at your expense. WeAre reserves the right, at your expense, to retain separate counsel for themselves in connection with any Claim or, if you have not responded reasonably to the applicable Claim, to assume the exclusive defense and control of any Claim in which you are a named party and that is otherwise subject to indemnification under this Section. You will pay all costs, reasonable attorneys’ fees and any settlement amounts or damages awarded against WeAre in connection with any Claim. You will also be liable to WeAre for any costs and attorneys’ fees WeAre incurs to successfully establish or enforce WeAre’s right to indemnification under this Section.
Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL WEARE BE LIABLE TO YOU FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF WEARE HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR (II) DIRECT DAMAGES, COSTS OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM. THE FOREGOING PROVISIONS ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
Termination and Suspension
1. Term. The term of this Agreement will commence on the date these Terms are accepted by you and continue until your account is terminated as set forth below.
2. Termination and Suspension. You may terminate your account at any time through the account management tools made available through the WeAre Services. WeAre may terminate or suspend your account in the event you commit any material breach of any provision of these Terms and fail to fix that breach within five (5) days after written notice of that breach. WeAre may also terminate or suspend your account immediately for cause if: (a) you violate (or give WeAre reason to believe you have violated) the AUP; (b) there is reason to believe the traffic created from your use of the WeAre Services or your use of the WeAre Services is fraudulent or negatively impacting the operating capability of WeAre Services; (c) WeAre determines, in its sole discretion, that providing the WeAre Services is prohibited by law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the WeAre Services; or (d) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if you become the subject of bankruptcy or similar proceeding. If WeAre suspends your account, WeAre will make a reasonable attempt to notify you. Note that no refund will be provided in the event of any suspension or termination of your account.
3. Survival. Upon termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the Customer Restrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions below.
General
1. Export Controls. The WeAre Services, including any software WeAre may provide in connection with the WeAre Services, are subject to applicable export control laws and economic sanctions regulations. In receiving this software or the WeAre Services, you agree to comply strictly with all domestic and international export and economic sanctions laws and regulations as they apply to this software and the WeAre Services, and to the extent consistent with these Terms, to obtain any necessary license or other authorization to export, re-export, or transfer such software or other aspects of the WeAre Services. These laws include restrictions on destinations, users and end use. Without limitation, you may not transfer any such software or other aspect of the WeAre Service without U.S. government authorization to any entity on a U.S. government exclusion list. You warrant that neither you nor any party that wholly or partially owns you (if you are a legal entity) is listed on or acting on behalf of or will act on behalf of any E.U. or U.S. government list of prohibited or restricted parties or organized, headquartered or located in (or a national of) a country that is subject to a E.U. or U.S. government embargo or that has been designated by the E.U. or the U.S. government as a “terrorist supporting” country (an “Embargoed Jurisdiction”). In addition, you will not access or use the WeAre Services from an Embargoed Jurisdiction or in violation of any E.U. or U.S. export embargo, prohibition or restriction.
2. Publicity. Provided that WeAre complies with any trademark usage requirements you provide to us, you agree that WeAre may refer to you as a WeAre customer and use your name, logo, and other trademarks in WeAre’s marketing materials, website and other publicity items in other mediums; however, WeAre will not use your name, logo or other trademarks in any joint press releases, customer references, or case studies without your prior written consent (which may be by email).
3. Assignment; Delegation. Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement, and WeAre may assign or transfer this Agreement to an affiliate. In addition, you agree that WeAre may have any of its obligations performed through a service provider or an affiliate of WeAre, provided that WeAre will remain responsible for its obligations hereunder and will be liable for such service provider’s or affiliate’s performance as if it were WeAre. WeAre may assign receivables under this Agreement for purposes of debt collection and financing arrangements. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.
4. Waiver. No waiver of any rights hereunder will be effective unless assented to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
5. Amendment. WeAre may amend or modify these Terms from time to time, in which case the new Agreement will supersede prior versions. WeAre will notify you via e-mail not less than 30 days prior to the effective date of any such amendment or modification and will inform you about the intended amendments or modifications. If you do not object to the amendment or modification within 30 days from the sending of such notice, such non-objection may be relied upon by WeAre as your consent to such amendment. WeAre will inform you about your right to object and the consequences of non-objection in such notice. If you object to such amendment, you must do so in writing by written notice to WeAre delivered within such 30-day notice period, in which case WeAre may elect by written notice (which may be sent by email) to either (a) consider the amendment request rejected and have this Agreement continue without such amendment or (b) terminate this Agreement immediately. Subject to the foregoing, no amendment or modification to this Agreement will be effective unless assented to in writing by both parties.
6. Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.
7. Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.
8. Issue Resolution and Governing Law. If you have any issues with the WeAre Services or WeAre, you must try to resolve the issue first through WeAre customer support. This Agreement will be governed by the laws of Norway, exclusive of its rules governing choice of law and conflict of laws, and all disputes arising out of the Agreement will be subject to the exclusive jurisdiction and venue of the city courts of Oslo, Norway, and the parties hereby consent to the personal jurisdiction of these courts. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
9. Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, by email (during business hours) as set forth below, or by overnight delivery. Notices to you must be sent to your email or other address as set forth in your account information. Notices to WeAre must be sent to the following address: We Are Learning AS, Drammensveien 130, 0277 Oslo, Norway, Attn: Legal, with a copy by email at: legal@wearelearning.io
10. Entire Agreement. This Agreement comprises the entire agreement between you and WeAre with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by WeAre, its agents or employees will create a warranty.
11. Force Majeure. Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.
12. Government Terms. WeAre provides the WeAre Services, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If you (or any of your customers) is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the WeAre Services, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The WeAre Services were developed fully at private expense.
13. Interpretation. For purposes hereof, “including” means “including without limitation”.