Terms of Service

Effective date: May 16, 2026 · Last updated: May 16, 2026

1. Agreement

These Terms of Service ("Terms") govern your use of the LearnReady.AI training platform (the "Service") provided by Cognautics LLC ("Cognautics", "we", "us"). By clicking "I agree," creating an account, or otherwise using the Service, you ("Customer", "you") agree to these Terms.

If you're agreeing on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and "you" refers to that organization.

2. Definitions

• "Service" — the LearnReady.AI platform, websites, mobile apps (if any), APIs, and any related services we provide
• "Customer Content" — training materials, documents, lesson content, branding, and any data or content you upload, generate, or share via the Service
• "Learner Data" — information about your learners (names, emails, progress, quiz attempts, certifications)
• "Authorized Users" — employees, contractors, and learners you grant access to the Service through your account
• "Subscription" — the paid plan you select, including any Training Credit pack purchases
• "Fees" — recurring subscription charges, per-pack credit purchases, and any other amounts payable for the Service

3. Account registration and use

• You must provide accurate and complete account information and keep it current
• You're responsible for safeguarding your password and any activity that occurs under your account
• You must notify us immediately of any unauthorized use of your account
• You're responsible for the acts and omissions of all Authorized Users on your account
• You must be at least 18 years old to create an account; the Service is intended for workplace training

4. Acceptable use

You agree NOT to use the Service to:

• Violate any applicable law, regulation, or third-party right
• Upload content that is illegal, fraudulent, defamatory, or infringes intellectual property
• Train or develop a product that competes with the Service
• Reverse-engineer, decompile, or copy the Service's underlying software (except as permitted by law)
• Use the Service to send unsolicited communications (spam, unsolicited SMS, etc.) in violation of CAN-SPAM, TCPA, or similar laws
• Interfere with or disrupt the Service, including denial-of-service attacks, scraping at abusive rates, or attempting to gain unauthorized access
• Use the Service in any safety-critical application (e.g., nuclear facility operation, life-support, aviation control)

5. Customer Content and ownership

5.1 You own your content

You retain all right, title, and interest in your Customer Content and Learner Data. We claim no ownership of your training materials, documents, or any data you bring to the Service.

5.2 License to us

You grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Customer Content solely to provide the Service to you. This license terminates when you delete the content or terminate your account (subject to backup-retention windows described in our Privacy Policy).

5.3 We own the Service

The Service, including its software, algorithms, AI workflows, user interfaces, documentation, and trademarks, is and remains the property of Cognautics LLC. Nothing in these Terms transfers ownership of any of our intellectual property to you.

5.4 Feedback

If you give us feedback, suggestions, or ideas, we may use them without restriction or compensation. You waive any claim of moral rights or compensation for our use of feedback.

6. Subscription, fees, and payment

6.1 Subscription

Plans are billed monthly or annually as selected at signup. Plans automatically renew unless you cancel before the renewal date.

6.2 Training Credits

Some features consume Training Credits. Credits are purchased in packs. Credits expire 12 months after purchase if unused. Credits are non-transferable between organizations and non-refundable except as required by law.

6.3 Payment

• All Fees are in US dollars unless otherwise specified
• You authorize us to charge your payment method for Fees on the schedule shown in your account
• If a charge fails, we may suspend the Service after providing notice
• Past-due amounts accrue interest at 1.5% per month or the maximum permitted by law
• Fees do not include taxes; you're responsible for applicable sales, use, VAT, or similar taxes

6.4 Refunds

Subscription fees are non-refundable except as required by applicable law. If you believe you were charged in error, contact billing@learnready.ai within 30 days.

6.5 Free trials

If we offer you a free trial, the trial converts to a paid subscription at the end of the trial period unless you cancel. We'll notify you before the conversion charge.

7. Term and termination

7.1 Term

These Terms begin when you create your account and continue until terminated as described below.

7.2 Termination by you

You may cancel your subscription at any time via the billing settings in your account or by emailing billing@learnready.ai. Cancellation takes effect at the end of the current billing period; you remain responsible for Fees through that date.

7.3 Termination by us

We may suspend or terminate your access to the Service:

• For material breach of these Terms (including non-payment), after 15 days' written notice if not cured
• Immediately, without notice, for severe violations of §4 (Acceptable Use), security risks, or risk to other customers
• If we discontinue the Service in your region or globally (with at least 60 days' notice and a pro-rata refund of prepaid Fees)

7.4 Effect of termination

• Your right to access the Service ends immediately
• You may export Customer Content for 30 days following termination
• We delete Customer Content and Learner Data within 90 days of termination (see Privacy Policy)
• Outstanding Fees become immediately payable
• Provisions intended to survive termination (Sections 5.3, 8, 9, 10, 11, 12) survive

8. Disclaimers and warranties

8.1 Specific disclaimers

• AI-generated content: the Service uses AI models (including Anthropic's Claude) to generate lessons, quiz questions, and roleplay conversations. AI output may contain errors, omissions, or inaccuracies. You are responsible for reviewing AI-generated content before learners see it. Use the "Approve" step in the Curriculum tab as your editorial gate.
• Certifications: certifications issued via the Service indicate completion of your training program. They are not professional licenses, government credentials, or accredited credentials unless you've independently obtained accreditation.
• Third-party services: we don't warrant the availability or performance of third-party services (Anthropic, Stripe, Twilio, etc.). Outages or changes to those services may affect the Service.
• Uptime: we target 99.5% monthly uptime but do not guarantee uninterrupted access.

9. Limitation of liability

These limits apply to the maximum extent permitted by applicable law. Some jurisdictions don't allow exclusion of certain warranties or limitation of liability — to those, only the limits permitted by law apply.

10. Indemnification

You agree to defend, indemnify, and hold harmless Cognautics LLC, its affiliates, officers, directors, employees, and agents from any third-party claim arising out of:

• Your Customer Content or use of the Service
• Your violation of these Terms or any law
• Your infringement of any third-party right (including intellectual property and privacy)
• Any SMS, email, or other communication you send through the Service that violates TCPA, CAN-SPAM, CASL, or similar laws
• Any actions taken by your Authorized Users

11. Governing law and dispute resolution

11.1 Governing law

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws principles.

11.2 Arbitration

Any dispute arising out of these Terms or the Service will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration takes place in Wilmington, Delaware (or remotely by mutual agreement). The arbitrator's decision is final and enforceable in any court of competent jurisdiction.

11.3 Carve-outs

Either party may seek injunctive relief in court for breach of intellectual property or confidentiality without first arbitrating.

11.4 Class action waiver

Disputes must be brought individually. You waive any right to participate in a class action, class arbitration, or representative proceeding.

12. General provisions

12.1 Entire agreement

These Terms (together with the Privacy Policy and any Order Form / signed addendum) constitute the entire agreement between you and us regarding the Service and supersede any prior agreements or representations.

12.2 Changes

We may update these Terms. For material changes, we'll notify you via email or via a banner in the Service at least 30 days before the change takes effect. Continued use of the Service after the change constitutes acceptance.

12.3 Assignment

You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets.

12.4 Notices

Notices to you may be sent to the email on your account. Notices to us must be sent to: legal@learnready.ai with a copy by certified mail to Cognautics LLC, [STREET ADDRESS], [CITY], [STATE] [ZIP].

12.5 No waiver

Our failure to enforce any provision is not a waiver of our right to enforce it later.

12.6 Severability

If any provision of these Terms is held unenforceable, the remaining provisions remain in effect.

12.7 Force majeure

Neither party is liable for failure to perform due to causes beyond reasonable control (natural disasters, acts of war, infrastructure failures, government actions, pandemics).

12.8 Export controls

You agree to comply with all applicable US and international export-control and sanctions laws when using the Service.

12.9 Government use

If you're a US government entity, the Service is "commercial computer software" under FAR 12.212 and DFARS 227.7202; your use is subject to these Terms.

13. Contact

Legal & contract questions: legal@learnready.ai
Billing: billing@learnready.ai
Support: support@learnready.ai
Postal: Cognautics LLC · [STREET ADDRESS] · [CITY], [STATE] [ZIP] · United States