End User License Agreement (EULA)
Last Updated: January 28, 2026
This End User License Agreement (“Agreement”) is a legal agreement between you (“User,” “you,” or “your”) and LearningClues, Inc. (“LearningClues,” “we,” “us,” or “our”) governing your access to and use of the LearningClues platform, applications, APIs, and related services (collectively, the "Services”) pursuant to a contract between LearningClues and the institution with which you are affiliated.
By accessing or using the Service, you agree to be bound by this Agreement. If you do not agree to be subject to this Agreement and the restrictions provided herein, do not access or use the Services.
This Agreement is divided into the following sections:
Eligibility and Authority
You represent and warrant that:
You are at least 18 years old, or have reached the age of majority in your jurisdiction.
If using the Service on behalf of an institution, you have authority to bind that institution.
Your use of the Services complies and will comply with all applicable laws and institutional policies.
License Grant
Subject to this Agreement, LearningClues grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for educational, instructional, research, or administrative purposes consistent with your role (e.g., student, instructor, administrator). This license grants you only the rights expressly specified herein and no other rights, and you shall acquire no other rights by virtue of this Agreement or your use of the Services.
No ownership rights are transferred. You receive no title to or ownership of any copy of the platform itself or the software included in the Services.
Acceptable Use
You agree not to, and not to permit any third parties to:
Reverse engineer, decompile, or attempt to extract source code contained in or enabling the Services.
Circumvent or attempt to circumvent the platform’s security, authentication, or access controls.
Use the Services to violate academic integrity policies or misrepresent learning outcomes or the outcomes of your use of the Services.
Upload unlawful, infringing, or malicious content into the platform.
Use the Services to train or benchmark competing artificial intelligence products or analytics systems without written permission from LearningClues.
Sub-license or otherwise permit any third party to use the Services.
You shall be responsible for maintaining the confidentiality and security of all passwords, passcodes, and usernames associated with your access to the Services. You agree not to disclose or share your passwords, passcodes, or usernames with any third party and acknowledge that you are fully responsible for any activities that occur under your account.
LearningClues may at any time suspend or terminate your access to the Services if you breach this Agreement.
During the term of this Agreement and at any time thereafter, LearningClues may audit your use of the Services, without further need for prior notification, to assess your compliance with the restrictions and limitations on use provided herein. If LearningClues discovers unauthorized use, reproduction, distribution, or other exploitation of the Services, LearningClues reserves the right to immediately suspend or cancel your access to the Services, in addition to such other rights and remedies as LearningClues may have.
User Content and Institutional Content
4.1 Ownership
You retain ownership of content you submit (“User Content”). Institutions retain ownership of institutional materials (“Institutional Content”).
4.2 License to LearningClues
You grant LearningClues a limited license to host, process, analyze, and display User Content solely to provide and improve the Services, including generating adaptive learning activities, analytics, and feedback.
LearningClues does not claim ownership of instructional content.
You hereby grant LearningClues a perpetual, irrevocable, worldwide license to use any Feedback (as defined below) you communicate to LearningClues during the term of the Agreement, without compensation, without any obligation to report on such use, and without any other restriction. LearningClues’s rights granted in the previous sentence include, without limitation, the right to exploit Feedback in any and every way, as well as the right to grant sublicenses. (“Feedback” refers to any suggestion or idea for modifying any of LearningClues’s products or services, including without limitation all intellectual property rights in any such suggestion or idea.)
AI-Generated Outputs
The Service may generate summaries, questions, feedback, analytics, or other outputs generated by artificial intelligence tools (“AI Outputs”).
AI Outputs are assistive and informational, not authoritative.
Users remain responsible for academic decisions, grading, and instructional use.
LearningClues does not guarantee accuracy, completeness, or suitability of AI Outputs.
Data Privacy and Educational Records
LearningClues processes data in accordance with its Privacy Policy and applicable laws, including FERPA where applicable.
When acting on behalf of an educational institution:
LearningClues functions as a School Official with Legitimate Educational Interest.
Data is used only to provide contracted services.
LearningClues does not sell student data.
Refer to the Privacy Policy for details on data handling, retention, and security.
Intellectual Property
All software, models, interfaces, designs, trademarks, and documentation are and remain the exclusive property of LearningClues or its licensors.
Except as expressly permitted, you may not copy, modify, distribute, or create derivative works of the Services.
Confidentiality
The non-public features and functions of the platform and the Services, and any other information provided by LearningClues to you in connection with your use of the Services shall constitute “Confidential Information”. You agree that you will not: (a) use any Confidential Information for any purpose other than to facilitate your use of the Services, or (b) disclose Confidential Information to any third party without LearningClues’s prior written consent. Without limiting the generality of the foregoing, You shall protect Confidential Information with the same degree of care you use to protect your own confidential information of similar nature and importance, but with no less than reasonable care. You shall promptly notify LearningClues of any misuse or misappropriation of Confidential Information that comes to your attention. However, you may disclose Confidential Information as required by applicable law or by proper legal or governmental authority, provided that you have given prior written notice to LearningClues. LearningClues will be entitled to injunctive relief against any breach or threatened breach by you of this provision, without proving actual damage or posting a bond or other security. Upon termination of this Agreement, you shall destroy all copies of Confidential Information in your possession.
Third-Party Services
The Service may integrate with third-party platforms (e.g., LMS providers). LearningClues is not responsible for third-party services, content, or availability. You acknowledge and agree that LearningClues shall not be responsible for any third-party services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. LearningClues does not assume and shall not have any liability or responsibility to you or any other person or entity for any third-party services. You must comply with applicable third parties’ terms of agreement when using the Services. If provided, any third-party services and links thereto are provided solely as a convenience to you and your access and use them will be entirely at your own risk and subject to such third parties’ terms and conditions.
Use of third-party services is governed by their respective terms.
Availability and Modifications
LearningClues may from time to time:
Modify, enhance, improve or discontinue features of the Services without providing notice to you.
Perform maintenance or updates. on the platform or the Services which may include patches, bug fixes, updates, upgrades and other modifications. Updates may modify or delete certain features and/or functionalities of the Application. You agree that LearningClues has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features or functionalities of the Services to You. Any such updates will be deemed to constitute an integral part of the Services and will be subject to this Agreement.
Update this Agreement with reasonable notice. to you. Your continued use of the Services following such notice will constitute your acceptance of any such updates to the Agreement.
Termination
LearningClues may suspend or terminate your access to the platform or the Services:
For your violation of this Agreement.
If required by law or institutional request.
This Agreement and the license granted to you thereunder will terminate automatically upon termination of the Services Addendum entered by the Member Institution or the Master Agreement.
The license granted to you hereunder will terminate immediately upon termination of this Agreement.
Disclaimers
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.”
LearningClues does not warrant that the Services will perform without error or will run without immaterial interruption. LearningClues provides no warranty regarding, and will have no responsibility for, any claim arising out of: (a) a modification of the Services made by anyone other than LearningClues, unless LearningClues approves such modification in writing; or (b) use of the Services in combination with any operating system not authorized in the specifications or documentation. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LEARNINGCLUES DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
LEARNINGCLUES SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES.
THE TOTAL LIABILITY OF LEARNINGCLUES, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE, STRICT LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT) OR OTHERWISE, SHALL NOT EXCEED, UNDER ANY CIRCUMSTANCES, ONE HUNDRED DOLLARS ($100).
Indemnification
You agree to indemnify and hold harmless LearningClues from claims arising out of:
Your misuse of the Service.
Your violation of this Agreement or applicable laws.
Any content you submit or upload onto the platform or otherwise in connection with your use of the Services.
Governing Law and Arbitration
This Agreement is governed by the laws of the State of Michigan, without regard to conflict-of-law principles. Any controversy, allegation, or claim that arises out of or relates to the Services and this Agreement, or any additional terms, whether heretofore or hereafter arising, except for any controversy, allegation, or claim that arises out of or relates to our actual or alleged intellectual property rights, shall be finally resolved by arbitration. The parties agree to arbitrate solely on an individual basis, and that this Agreement does not permit class arbitration, or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding.
General Terms
Severability: In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
No Waiver: Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
Entire Agreement: This Agreement, along with the Privacy Policy, constitutes the entire agreement between the parties hereto and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter.
Assignment: You may not assign this Agreement without the prior written consent of LearningClues.
Force Majeure: No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.
Contact Information
For more information, feel free to email support@learningclues.com