Learnexify’s Terms of Service
These Terms of Service ("Terms") govern your access to and use of Learnexify and related services provided by Learnexify ("Learnexify," "we," "us," or "our"). By purchasing, accessing, or using our Services, you ("Client," "you," or "your") agree to be bound by these Terms.
If you do not agree with these Terms, you must not access or use the Services.
1. Introduction and Acceptance
Learnexify provides learning management, automation, reporting, AI-assisted, hosting, technical support, and related services to organizations and other clients.
These Terms apply to all Services provided by Learnexify unless a separate written agreement, Subscription, order, proposal, or statement of work specifically states otherwise. Where there is a conflict between these Terms and a separate written agreement, the applicable written agreement will control the extent of the conflict.
By creating an account, purchasing a Subscription, approving an order, or using the Services, you confirm that you have the authority to accept these Terms on behalf of yourself or the organization you represent.
2. Definitions
For purposes of these Terms:
"Learnexify" means the Learnexify platform and the company or service provider operating it.
"Client" means the individual, company, institution, organization, or other entity purchasing or using the Services.
"End User" means an individual authorized by the Client to access or use the Services.
"Client Data" means information, content, files, records, learner data, course materials, and other data submitted, uploaded, created, or otherwise provided by or on behalf of the Client through the Services.
"Services" means the Learnexify platform, software, hosting, LMS automation, AI features, reporting, integrations, technical support, implementation, administration, and other services provided by Learnexify.
"Subscription" means a recurring paid plan that provides access to specified Learnexify Services for a defined billing period.
"User Set" means an organizational, administrative, or user grouping permitted under the applicable Learnexify plan.
"Third-Party Services" means services, platforms, software, APIs, integrations, payment processors, hosting providers, or other services operated by third parties.
3. Learnexify Services
Learnexify provides an automation and learning-management platform designed to help organizations manage, automate, monitor, and improve their learning operations.
Depending on the applicable plan or agreement, Services may include:
- LMS automation and workflow management;
- AI-assisted tools and AI Co-Pilot functionality;
- learner and user management;
- organizational and hierarchical structures;
- course and program management;
- automated progress tracking;
- reporting and analytics;
- compliance and training monitoring;
- integrations with LMS platforms and Third-Party Services;
- hosting and infrastructure services;
- implementation and onboarding;
- technical administration;
- maintenance and updates;
- technical support and troubleshooting; and
- other services described in the applicable Subscription, order, proposal, or agreement.
Specific features, usage limits, integrations, storage allowances, User Set limits, and support levels depend on the Client's applicable plan or agreement.
Learnexify may improve, modify, add, or remove features from the Services from time to time, provided that such changes do not materially reduce the core functionality of a paid Subscription without reasonable notice.
4. Plans, Usage Limits, and Technical Restrictions
Each Subscription is subject to the limits and conditions specified in the applicable plan, order, Subscription, proposal, or agreement.
These limits may include:
- number of users;
- number of User Sets;
- storage capacity;
- reporting functionality;
- AI functionality;
- integrations;
- administrative features;
- hosting resources; and
- other technical or functional limitations.
The Client must not intentionally exceed or circumvent applicable plan limits.
If the Client requires additional users, storage, User Sets, functionality, or resources, the Client may be required to upgrade its Subscription or purchase additional Services.
Learnexify may restrict or suspend specific features where usage materially exceeds the applicable limits or creates a risk to the stability, security, or performance of the Services.
5. Accounts and Security
The Client is responsible for maintaining the confidentiality and security of its account credentials and administrative access.
The Client must:
- provide accurate account information;
- maintain secure passwords;
- limit administrative access to authorized individuals;
- promptly remove access for individuals who are no longer authorized;
- notify Learnexify of suspected unauthorized access; and
- take reasonable measures to protect its account and data.
The Client is responsible for activities performed through its account unless caused by unauthorized access resulting directly from Learnexify's failure to maintain reasonable security measures.
Learnexify may require additional security measures where reasonably necessary to protect the Services, Client Data, or other users.
6. Client Responsibilities
The Client is responsible for:
- the accuracy and legality of Client Data;
- obtaining all necessary rights, permissions, and consents for Client Data;
- ensuring that its use of the Services complies with applicable laws;
- managing its End Users and their permissions;
- maintaining appropriate administrative controls;
- reviewing automated reports and system-generated information where appropriate; and
- maintaining appropriate backups of Client Data where the Client is responsible for its own data storage.
The Client must not use the Services in a manner that violates applicable laws, infringes third-party rights, or violates these Terms.
7. Subscriptions, Fees, and Billing
7.1 Subscription Fees
Subscription fees are based on the applicable pricing, order, Subscription, proposal, or commercial agreement.
Unless otherwise stated, fees are payable in advance for the applicable Subscription period.
The Client is responsible for all applicable taxes, duties, bank charges, payment-processing fees, or other charges associated with payment, unless otherwise agreed in writing.
7.2 Monthly Billing Schedule
For monthly Subscriptions, the invoice is issued on the 23rd of each month, covers the following month, and is due by the 1st of the following month.
For example, an invoice issued on August 23 covers the Subscription period for September and is due by September 1.
7.3 Invoice Disputes
The Client must notify Learnexify of any genuine invoice dispute within 7 working days of receiving the applicable invoice.
The Client remains responsible for paying all undisputed amounts by the applicable due date.
7.4 Grace Period
A 7-working-day grace period applies to payments following the applicable due date.
No late-payment fee will be charged during this 7-working-day grace period.
7.5 Late Payment
Amounts that remain unpaid after the applicable 7-working-day grace period may be subject to a late-payment fee of $5 per day for each day the amount remains outstanding.
The late-payment fee will begin accruing after the 7-working-day grace period and may be added to the Client's subsequent invoice.
7.6 Suspension, Restriction, Termination, or Deletion for Non-Payment
If an outstanding payment remains unpaid for 15 days after the applicable due date, Learnexify may, at its discretion:
- suspend the Client's administrative access;
- restrict or lock certain platform features;
- suspend the Services;
- terminate the applicable Subscription or Services; and/or
- delete the Client's hosted environment and associated data, subject to the data retention provisions in these Terms.
Learnexify is not required to exercise all of these remedies and may determine the appropriate action based on the circumstances.
7.7 Pricing Changes
Learnexify may change Subscription pricing from time to time.
Any pricing change affecting a recurring Subscription will be communicated to the Client before the applicable renewal period, unless otherwise stated in the applicable agreement.
8. Automatic Renewal and Cancellation
Unless otherwise stated in the applicable Subscription or agreement, recurring monthly Subscriptions automatically renew for the same billing period.
The monthly Subscription renewal date is the 1st of each month.
The monthly invoice is issued on the 23rd of the preceding month, covers the following month, and is due by the 1st of the following month.
The Client must submit cancellation instructions before the 23rd invoice date to prevent the next monthly Subscription period from being invoiced and renewed.
Cancellation requests submitted after the applicable invoice date may not prevent the corresponding renewal or invoice.
Annual Subscriptions, where offered, are subject to the renewal and cancellation terms specified in the applicable Subscription, order, or agreement.
9. Refunds
Refunds are governed by Learnexify's separate Refund Policy.
The Refund Policy may specify circumstances in which refunds are available, partially available, or unavailable.
Unless otherwise stated in the Refund Policy or applicable written agreement, payment for Services does not automatically create a right to a refund.
10. Data Ownership and Client Content
The Client retains ownership of its Client Data.
Nothing in these Terms transfers ownership of Client Data to Learnexify.
The Client grants Learnexify a limited, non-exclusive, worldwide license to host, store, process, transmit, reproduce, and otherwise use Client Data solely as necessary to:
- provide the Services;
- operate and maintain the platform;
- provide technical support;
- perform requested integrations;
- maintain security;
- prevent fraud or misuse; and
- comply with applicable legal obligations.
The Client is responsible for ensuring that it has all rights and permissions necessary for Learnexify to process Client Data in accordance with these Terms.
11. Privacy and Data Processing
Learnexify's collection and use of personal information is governed by its Privacy Policy.
Where Learnexify processes personal data on behalf of a Client, the Client generally acts as the data controller or equivalent responsible entity, and Learnexify acts as a service provider or processor to the extent applicable under relevant data-protection laws.
The Client is responsible for providing any required notices and obtaining any required consents or legal permissions from its End Users.
Where required, Learnexify and the Client may enter into a separate Data Processing Agreement or other data-protection agreement.
12. AI Features
Learnexify may provide AI-assisted functionality, including AI Co-Pilot, automated assistance, content-related tools, recommendations, summaries, classifications, or other AI-powered features.
AI-generated outputs may contain errors, omissions, inaccuracies, or inappropriate recommendations.
AI features are provided as assistance and should not be treated as a substitute for appropriate human review or professional judgment.
The Client remains responsible for reviewing and approving AI-generated outputs before relying on them for important decisions, communications, assessments, compliance matters, or other consequential purposes.
Learnexify does not guarantee that AI-generated information will always be accurate, complete, current, or suitable for a particular purpose.
13. Third-Party Services and Integrations
The Services may integrate with or depend on Third-Party Services.
Third-Party Services may include payment processors, LMS platforms, hosting services, APIs, communication services, analytics tools, or other external platforms.
Use of Third-Party Services may be subject to separate terms and privacy policies established by those providers.
Learnexify is not responsible for the availability, security, performance, functionality, policies, or actions of Third-Party Services that are outside Learnexify's reasonable control.
Changes, interruptions, limitations, or discontinuation of a Third-Party Service may affect related Learnexify functionality.
14. Data Export, Retention, and Deletion
The Client may request or perform data exports where export functionality is available within the applicable Services.
Upon termination or expiration of a Subscription, the Client should export any required Client Data before the end of the applicable Subscription period.
Unless otherwise required by law or agreed in writing, Learnexify may retain Client Data for up to 30 days after termination or expiration of the applicable Services.
After the 30-day retention period, Learnexify may permanently delete the Client Data and the Client's hosted environment.
Learnexify is not responsible for recovering data after permanent deletion.
Where deletion is required earlier by applicable law or a valid written agreement, Learnexify will comply with the applicable requirement.
15. Intellectual Property
Learnexify and its licensors retain all rights, title, and interest in:
- the Learnexify platform;
- software and source code;
- platform architecture;
- workflows and automation systems;
- interfaces and designs;
- documentation;
- trademarks and branding;
- proprietary technology; and
- other intellectual property developed or owned by Learnexify.
Except for the limited right to use the Services during an active Subscription, these Terms do not grant the Client ownership of Learnexify's intellectual property.
The Client must not copy, modify, reverse engineer, decompile, disassemble, reproduce, resell, distribute, or create derivative works of the Learnexify platform except where expressly permitted by law or in writing by Learnexify.
Client Data and Client-owned content remain the property of the Client or its respective owners.
16. Support and Managed Services
Technical support and other support services are provided according to the Client's applicable Subscription or commercial agreement.
Different plans may provide different levels of:
- technical support;
- response times;
- administrative assistance;
- troubleshooting;
- maintenance;
- monitoring;
- onboarding;
- documentation; and
- managed services.
Learnexify does not guarantee that every support request will receive the same response time or level of assistance unless such service levels are expressly included in the applicable plan or written agreement.
17. Service Availability
Learnexify aims to maintain the highest practical availability, reliability, and performance of the Services.
However, Learnexify does not guarantee uninterrupted or error-free operation of the Services.
Availability may be affected by:
- scheduled maintenance;
- emergency maintenance;
- software updates;
- infrastructure failures;
- internet or network failures;
- Third-Party Services;
- security incidents;
- events beyond Learnexify's reasonable control; or
- other circumstances outside Learnexify's reasonable control.
Any specific service-level commitments will apply only where expressly stated in a separate written agreement or applicable Service Level Agreement.
18. Acceptable Use and Prohibited Activities
The Client and End Users must not use the Services to:
- violate applicable laws or regulations;
- infringe intellectual-property or other rights;
- distribute malicious software;
- attempt unauthorized access to systems or accounts;
- interfere with the security or operation of the Services;
- conduct fraudulent activities;
- abuse, overload, or disrupt the platform;
- circumvent technical restrictions or usage limits;
- use the Services to facilitate unlawful activity; or
- otherwise misuse the Services.
Learnexify may investigate suspected violations and take reasonable action, including restricting, suspending, or terminating access.
19. Confidentiality
Each party agrees to protect confidential information received from the other party and to use such information only for purposes related to the applicable business relationship.
Confidential information does not include information that:
- is publicly available through no breach of these Terms;
- was already lawfully known;
- is independently developed without use of the other party's confidential information; or
- is lawfully received from a third party without a confidentiality obligation.
A party may disclose confidential information where required by law, provided that it gives reasonable notice where legally permitted.
20. Warranties and Disclaimers
The Services are provided on an "as available" and "as is" basis except where expressly stated otherwise in a written agreement.
To the maximum extent permitted by applicable law, Learnexify disclaims warranties, whether express, implied, statutory, or otherwise, including warranties of:
- merchantability;
- fitness for a particular purpose;
- non-infringement;
- uninterrupted availability; and
- error-free operation.
Learnexify does not guarantee that the Services will meet every Client requirement or that all errors will be corrected.
Nothing in these Terms excludes or limits any warranty or right that cannot lawfully be excluded or limited.
21. Limitation of Liability
To the maximum extent permitted by applicable law, Learnexify will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, business opportunities, goodwill, or anticipated savings.
To the maximum extent permitted by law, Learnexify's total aggregate liability arising from or relating to the Services or these Terms will not exceed the total fees actually paid by the Client to Learnexify for the applicable Services during the 12 months immediately preceding the event giving rise to the claim.
These limitations do not apply to liability that cannot legally be excluded or limited under applicable law.
22. Indemnification
The Client agrees to defend, indemnify, and hold harmless Learnexify, its affiliates, officers, employees, contractors, and representatives from claims, damages, liabilities, costs, and expenses arising from:
- the Client's or End Users' misuse of the Services;
- Client Data;
- violation of these Terms;
- violation of applicable law; or
- infringement of third-party rights caused by Client Data or the Client's use of the Services.
Learnexify will provide reasonable notice of any claim subject to indemnification and reasonable cooperation in the defense of such claim.
23. Force Majeure
Learnexify will not be responsible for failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control.
Such circumstances may include natural disasters, war, terrorism, civil unrest, government action, power failures, internet or telecommunications failures, widespread cyber incidents, labor disputes, infrastructure failures, or failures of Third-Party Services.
24. Dispute Resolution
The parties will first attempt to resolve disputes through good-faith communication and reasonable negotiation.
If a dispute cannot be resolved through negotiation, the parties may pursue any remedies available under applicable law.
Nothing in this section prevents either party from seeking urgent or legally available relief where necessary.
25. Governing Law
These Terms and the relationship between the Client and Learnexify will be governed by and interpreted in accordance with the laws of Pakistan, without regard to conflict-of-law principles.
26. Changes to These Terms
Learnexify may update these Terms from time to time.
When material changes are made, Learnexify may provide reasonable notice through the website, email, account notification, or other appropriate means.
The updated Terms will apply from the stated effective date.
Continued use of the Services after the effective date of updated Terms constitutes acceptance of the revised Terms, to the extent permitted by applicable law.
27. General Legal Provisions
27.1 Entire Agreement
These Terms, together with the applicable Subscription, order, proposal, agreement, and referenced policies, constitute the agreement between the parties regarding the Services.
27.2 Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in effect.
27.3 Waiver
Failure to enforce any provision of these Terms does not constitute a waiver of the right to enforce that provision later.
27.4 Assignment
The Client may not assign or transfer its rights or obligations under these Terms without Learnexify's prior written consent, except where permitted by applicable law.
Learnexify may assign these Terms as part of a merger, acquisition, corporate restructuring, or transfer of substantially all of its relevant business or assets.
27.5 Independent Parties
The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, employment relationship, or franchise relationship.
27.6 No Third-Party Beneficiaries
Except where expressly stated otherwise, these Terms do not create rights for third parties.
28. Related Policies
The following policies may apply to the use of the Services and are incorporated by reference where applicable:
- Privacy Policy
- Refund Policy
- Cookie Policy
- Any applicable Subscription, order, proposal, Service Level Agreement, or other written commercial agreement.
The Client is responsible for reviewing these policies before using the Services.