Effective date: April 22, 2026

These Terms of Service ("Terms") govern your access to and use of the Outlearn platform, websites, applications, AI-powered functionality, integrations, and related services that link to these Terms (collectively, the "Service") and are provided by Helpjuice, Inc. for Outlearn ("Outlearn," "we," "us," or "our"). By accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" and "your" refer to that organization.

Eligibility and Accounts

You must provide accurate, complete, and current account information and keep it updated. You are responsible for safeguarding your login credentials and for all activities occurring under your account. You must promptly notify us of any unauthorized access or security incident involving your account. We may reject usernames that impersonate another person or entity, infringe third-party rights, or are offensive or misleading.

Subscriptions, Orders, and Plan Limits

The Service requires a paid subscription. Your subscription, pricing, billing cycle, included features, user counts, storage, usage thresholds, and any special commercial terms may be described in an order form, checkout page, invoice, proposal, or other purchasing document accepted by you (each, an "Order"). If there is a conflict between these Terms and an Order, the Order controls solely for the purchased subscription terms.

Your use of the Service is limited to the plan, features, and usage levels included in your subscription. If your account exceeds user, storage, search, AI, translation, or other plan thresholds, we may notify you and require an upgrade to the appropriate plan. Unless expressly agreed otherwise in writing, we may also apply the pricing of the appropriate plan beginning with the period in which the overage occurs.

Fees, Billing, Renewals, and Refunds

You agree to pay all fees and other amounts due for the Service without setoff or deduction. Unless otherwise stated in an Order, fees are billed in advance and are non-refundable except as expressly stated in these Terms.

Subscriptions automatically renew for successive renewal terms equal to the then-current subscription term unless either party gives notice of non-renewal before the renewal date specified in the applicable Order or, if no notice period is stated there, at least fifteen (15) days before renewal.

For initial subscriptions purchased directly through Outlearn without a separately negotiated Order, you may cancel within thirty (30) days of the initial purchase and request a refund of prepaid subscription fees for that initial purchase only. After that thirty-day period, and for renewals, upgrades, add-ons, professional services, and usage-based charges, payments are non-refundable except where required by law or expressly stated in a written Order.

You authorize us and our payment processors to charge your selected payment method for all fees, taxes, and applicable overage charges. If payment is overdue, we may suspend access to the Service after notice and an opportunity to cure, and you will remain responsible for reasonable collection costs to the extent permitted by law.

Access Rights and Use Restrictions

Subject to your compliance with these Terms and payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Service for your internal business purposes.

You may not, and may not permit any third party to: 

1. copy, modify, or create derivative works of the Service except as expressly permitted by the Service;
2. rent, lease, resell, sublicense, or otherwise make the Service available to third parties except for your authorized users;
3. reverse engineer, decompile, disassemble, or attempt to discover source code or underlying models except to the extent such restriction is prohibited by law; 
4. remove proprietary notices; 
5. use the Service in violation of law or third-party rights; 
6. interfere with or disrupt the integrity, security, or performance of the Service; or 
7. circumvent plan limits, usage controls, security measures, or access restrictions.

Customer Content

The Service may allow you to upload, submit, store, publish, transmit, or otherwise make available knowledge sources, documents, files, prompts, chatbot configurations, agent configurations, responses, text, images, audio, video, and other content (collectively, "Customer Content"). As between you and Outlearn, you retain your rights in Customer Content.

You grant Outlearn a non-exclusive, worldwide, royalty-free right to host, copy, transmit, display, process, index, modify, and otherwise use Customer Content as necessary to provide, secure, support, maintain, improve, and operate the Service, including to create backups, enable search, perform troubleshooting, prevent abuse, and support requested integrations and features.

You are responsible for Customer Content, including its legality, accuracy, and appropriateness, and for obtaining all rights, consents, and permissions needed for Outlearn to process it under these Terms. You represent and warrant that your Customer Content and your use of the Service will not infringe, misappropriate, or violate any law or third-party rights.

AI-Powered Features

Certain subscription plans may include AI-powered features, including content assistance, search enhancements, conversational answers, summarization, generation, translations, voice, automations, actions, and other AI-enabled tools (collectively, "AI Features"). AI Feature availability may vary by plan, configuration, geography, and third-party provider availability.

When AI Features are enabled, Customer Content, prompts, queries, and related instructions may be processed by Outlearn and its AI subprocessors solely to provide the requested functionality. AI-generated outputs created for your account are treated as your Customer Content.

You remain responsible for reviewing and validating AI-generated output before publishing, sharing, or relying on it. AI-generated output may be inaccurate, incomplete, outdated, biased, or unsuitable for a particular use. AI Features are not a substitute for legal, medical, financial, or other professional advice.

Unless expressly stated otherwise in our Privacy Policy, DPA, or product documentation, Outlearn does not use your identifiable Customer Content submitted through paid customer accounts to train third-party general-purpose AI models. Outlearn may, however, use service telemetry, usage data, feedback, Aggregated Statistics, and deidentified or anonymized data derived from Customer Content to operate, secure, analyze, support, and improve the Service and related features, provided such use does not identify you or any individual and is performed in compliance with applicable law.

You may not use AI Features to generate unlawful content; infringing content; spam; malicious code; deceptive, abusive, or discriminatory material; or content intended to circumvent safety, security, or usage controls. We may suspend or restrict AI Features if we reasonably believe your use violates these Terms, applicable law, or third-party provider terms.

Aggregated and Deidentified Data

We may collect and generate usage statistics, performance data, operational metrics, and other aggregated or deidentified information relating to the Service ("Aggregated Statistics"). We may also create deidentified or anonymized data derived from Customer Content or account activity. Aggregated Statistics and deidentified data may be used by Outlearn for analytics, security, product development, benchmarking, capacity planning, and service improvement, provided they do not identify you, your organization, or any individual. Outlearn will not attempt to reidentify such data except as necessary to verify deidentification measures or comply with law.

Privacy and Data Processing

Our Privacy Policy describes our general privacy practices. To the extent we process personal data on your behalf as a processor or service provider in connection with the Service, our then-current Data Processing Addendum ("DPA") applies where required by applicable law and is incorporated by reference. If personal data subject to applicable transfer restrictions is transferred internationally, the applicable transfer mechanism stated in the DPA will govern.

Service Changes, Third-Party Services, and Suspension

We may modify, update, enhance, add, or discontinue features or functionality of the Service from time to time in the ordinary course of business. We will use commercially reasonable efforts not to materially reduce the core functionality of the subscribed Service during a paid subscription term, except where changes are required for security, legal, or technical reasons or due to third-party dependencies.

The Service may interoperate with third-party products, websites, content, or services. We do not control and are not responsible for third-party products or services, including their availability, content, security, privacy practices, or performance. Your use of third-party products is governed by the applicable third-party terms.

We may temporarily suspend or limit access to the Service if we reasonably believe that: 

1. your use poses a security risk or could harm the Service or others; 
2. you are using the Service in violation of these Terms or applicable law; 
3. there is a threat, attack, or operational issue affecting the Service or our providers; 
4. we are required to do so by law; or 
5. payment is overdue. 

Where reasonably practicable, we will provide notice and use commercially reasonable efforts to restore access once the issue is resolved.

Support and Service Levels

Standard technical support is included only to the extent stated in your plan or Order. Any uptime commitments, response targets, service levels, or service credits provided in an Order, service level addendum, or enterprise agreement are your sole and exclusive remedies for failure to meet those commitments. Unless expressly set out in a written agreement, public descriptions of support or response times are targets only and not guarantees.

Intellectual Property and Feedback

The Service, including its software, interface, design, workflows, documentation, and all related intellectual property rights, is and remains the exclusive property of Outlearn and its licensors. Except for the limited access rights expressly granted in these Terms, no rights are granted to you by implication, estoppel, or otherwise.

If you provide suggestions, ideas, enhancement requests, or other feedback relating to the Service, you grant Outlearn a worldwide, perpetual, irrevocable, royalty-free right to use and exploit that feedback for any purpose without restriction or obligation.

Confidentiality

If we receive your non-public information in connection with providing the Service, we will use and disclose it only as reasonably necessary to provide and support the Service, comply with law, protect our rights, or as otherwise permitted by these Terms, the Privacy Policy, or a written agreement between the parties. This section does not expand our obligations beyond any stricter confidentiality commitments expressly set out in a separate written agreement.

Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT SIGNED BY OUTLEARN, THE SERVICE, AI FEATURES, DOCUMENTATION, AND ALL RELATED FUNCTIONALITY ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, HELPJUICE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT ANY CONTENT OR OUTPUT WILL BE ACCURATE OR COMPLETE.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL OUTLEARN OR ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUTLEARN'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO HELPJUICE FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR TEN THOUSAND U.S. DOLLARS (US$10,000), WHICHEVER IS LESS. The foregoing limitations apply regardless of the form of action and even if any limited remedy fails of its essential purpose.

Indemnity

You will defend, indemnify, and hold harmless Outlearn and its affiliates, officers, directors, employees, and agents from and against third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: 

1. your Customer Content; 
2. your or your users' use of the Service in violation of these Terms or applicable law; or 
3. your infringement or misappropriation of any third-party rights.

Termination

You may stop using the Service at any time. We may terminate or suspend your access to the Service immediately if you materially breach these Terms, if payment remains overdue after any applicable cure period, if required by law, or if your use of the Service creates risk or harm to Outlearn, the Service, or others.

Upon termination or expiration, your right to access and use the Service ends immediately. Unless otherwise required by law or stated in a written agreement, fees accrued before termination remain payable and are non-refundable. Sections that by their nature should survive termination will survive, including sections relating to payment, intellectual property, aggregated and deidentified data, disclaimers, limitation of liability, indemnity, governing law, and dispute resolution.

Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles. Any legal action arising out of or relating to these Terms or the Service must be brought exclusively in the state or federal courts located in Delaware, and each party consents to the personal jurisdiction of those courts.

Miscellaneous

These Terms, together with any applicable Order, DPA, and any documents expressly incorporated by reference, form the entire agreement between you and Outlearn regarding the Service and supersede prior or contemporaneous agreements on that subject matter. If there is a conflict, the order of precedence is: 

1. the DPA, solely for data processing matters; 
2. the applicable Order; and 
3. these Terms.

We may update these Terms from time to time. If we make a material change, we will use commercially reasonable efforts to provide advance notice, such as by posting the updated Terms on our website, sending an email, or notifying you through the Service. Your continued use of the Service after the effective date of the updated Terms constitutes acceptance of the revised Terms.

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of our assets. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect. Our failure to enforce any provision is not a waiver. We are not liable for delays or failures caused by events beyond our reasonable control. The Service may be subject to export control and sanctions laws, and you agree to comply with all applicable laws in using the Service.

Contact

If you have questions about these Terms, please contact Outlearn at support@outlearn.com