Terms of use

1. Introduction

Welcome to Learning Commons. Your access and use of our website, models, data, software, applications, features, tools, interfaces, documentation, and other content (collectively, the “Services”), made available by us is governed by these terms of use (“Terms”). 

Please read these Terms carefully. By accessing or if applicable, registering for the Services, you accept these Terms and agree to be legally bound by them. Additionally, you agree to comply with applicable laws and our Community Guidelines, which is incorporated by reference into these Terms. If you do not agree to these Terms, please do not use the Services.

For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of an organization then “you” includes you and that organization, and you represent and warrant that (a) you are an authorized representative of the organization with the authority to bind the organization to these Terms, and (b) you agree to these Terms on the organization’s behalf.

Certain features of the Services may be made available through integrations with third-party platforms, such as Anthropic’s Claude. In those cases, your use of the third-party platform (including creating an account with Anthropic) is governed by that third party’s terms of use and privacy policy. Learning Commons does not control and is not responsible for your relationship with Anthropic or your use of Anthropic’s services. Our role in such integrations is limited, such as to making publicly available Knowledge Graph data accessible through Anthropic’s systems.

2. Eligibility; Account & Service Availability; Additional Terms

Eligibility

In order to use the Services, you must be 18 years of age or older.

Account & Service Availability

Accessing certain parts of the Services may require you to create an account. In order to create an account, you agree that all information you provide us is accurate, complete, and up to date. You are solely responsible for maintaining the confidentiality and security of your account and any associated password. Any activity on your account is your responsibility, and we are not liable for any acts or omissions in connection with your account.

• If you suspect that your account or password has been compromised, stolen, or misappropriated, notify us immediately at support@learningcommons.org.
• You agree not to create a new account if we have previously removed your account or restricted your access to the Services, unless explicitly authorized by us.

We reserve the right to modify, update, pause, suspend, or discontinue the Services at any time.

Additional Terms

You may be prompted to agree to additional policies or terms (as applicable) when accessing certain parts of the Services, such as a product evaluation agreement or data processing agreement. You acknowledge and agree that your use of those parts of the Services are subject to those policies or terms.

3. Content & Intellectual Property

Learning Commons’ Rights in the Services

We reserve all rights, title, and interest in the Services. Using the Services does not give you any right, title, or interest in our Services, other than the right we explicitly grant you herein. The rights in trademarks, service marks, graphics, and logos used for our Services, whether registered or unregistered, are reserved by us or our licensors. Our Services may also include trademarks of our licensors or others, who reserve all of their rights in them.

Your Content and License to Learning Commons

“User Content” refers to datasets, models, source code, text, files, images, videos, or other materials you upload, submit, publish, display, or otherwise make available on or through the Services. 

You retain your ownership rights in User Content. However, you grant us a worldwide, non-exclusive, royalty-free, transferable, perpetual, and irrevocable license (with the right to sublicense) to use, modify, reproduce, publicly perform and display, distribute, host and process your User Content, in order to provide, operate, develop, and improve the Services or otherwise in support of our mission, including without limitation training of machine learning models. However, any contributions you make via our GitHub repository will be controlled by the contribution terms for that repository.

Public Availability

The Services may provide features for you to upload User Content, such as models and datasets. Unless otherwise subject to any express terms, we will have the right to make such User Content publicly available once uploaded, under terms of our choice.

User Responsibilities

You are solely responsible for the User Content you provide through the Services. You represent and warrant that: (a) you have all necessary rights, licenses, or permissions to provide your User Content, (b) your User Content does not infringe any third-party rights, (c) your User Content does not contain any personal data, and (d) your User Content complies with all applicable laws, these Terms, and our Community Guidelines.

Monitoring and Removal

Learning Commons reserves the right to monitor and audit your use of the Services including your User Content to ensure compliance with these Terms. We may remove or restrict access to any of your User Content at our discretion if it violates these Terms, our Community Guidelines, or is otherwise objectionable.

Feedback

We welcome feedback to improve the Services. By providing feedback, you assign to us all rights, title, and interest in the feedback, with no entitlement to compensation or rights to any resulting improvements. If such assignment is not permitted by law, you grant us a non-exclusive, irrevocable, transferable, sub-licensable, royalty-free, worldwide, perpetual license to use the feedback. In certain instances, including but not limited to user experience research, we may provide a thank you gift. You will be notified prior to starting a research opportunity whether a thank you gift may be included. Thank you gifts are subject to limitations, and not all feedback providers will receive a thank-you gift. Applicable laws, including but not limited to school policies, may restrict your ability to receive this gift and/or require you to disclose its value. You are solely responsible for compliance with such laws and policies.

4. Restrictions on Use of the Services

You must not (a) decompile or attempt to extract source code from software not provided to you in source code form; (b) misuse proprietary content, including trademarks, copyrights, or any confidential information; (c) compromise the security or integrity of the Services, including by introducing malware; or (f) access the Services in any way not authorized by these Terms or that violates any applicable law or our Community Guidelines.

Learning Commons has the right to suspend or terminate your use of our Services in the event you violate any of the above.

5. Third Party Materials

We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party materials we make available to you via the Services, or for any other materials, products, or services of third parties. Third-party materials or services are provided solely as a convenience to you.

6. Privacy

Our Privacy Policy describes how we handle personal information. To learn more about our privacy practices, please see our Privacy Policy.

7. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, YOU AGREE THAT THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE TOOLS MAY CONTAIN ERRORS, OMISSIONS, BUGS, AND THEIR FUNCTION MAY BE INTERRUPTED. TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, LEARNING COMMONS, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS (THE “PROTECTED PARTIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE PROTECTED PARTIES MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY, OR RELIABILITY OF THE SERVICES; (B) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES; (C) THE OPERATION OR COMPATIBILITY WITH ANY OTHER APPLICATION OR PARTICULAR SYSTEM OR DEVICE; (D) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS; AND (E) THE DELETION OF, OR FAILURE TO STORE OR TRANSMIT, YOUR USER CONTENT, AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE PROTECTED PARTIES OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN.

THE LAW OF SOME STATES DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.

THE PROTECTED PARTIES TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY USER CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, YOU AGREE THAT IN NO EVENT WILL THE PROTECTED PARTIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE PROTECTED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES.

IN NO EVENT SHALL THE PROTECTED PARTIES’ LIABILITY (INCLUDING DIRECT DAMAGES) EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, ONE HUNDRED DOLLARS ($100). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

THE LAW OF SOME STATES DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU.

9. Indemnification

By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Protected Parties harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Protected Parties arising out of or in connection with: (a) your violation or breach of these Terms, our Community Guidelines, or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services; (d) your User Content, or (e) your negligence or wilful misconduct. If you are obligated to indemnify any Protected Parties hereunder, then you agree that Learning Commons (or, at its discretion, the applicable Protected Parties) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Learning Commons wishes to settle, and if so, on what terms, and you agree to fully cooperate with Learning Commons in the defense or settlement of such claim

10. Arbitration Agreement and Class Action Waiver

THIS SECTION CONSTITUTES AN ARBITRATION AGREEMENT (“Arbitration Agreement”). IT REQUIRES YOU AND LEARNING COMMONS TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION, SO PLEASE READ IT CAREFULLY.

10.1 Applicability

In the unlikely event we end up in a legal dispute, you and Learning Commons agree that all Disputes, including Enforceability Disputes, will be resolved exclusively in binding arbitration on an individual basis, except that you and Learning Commons are not required to arbitrate IP Disputes. 

Notwithstanding the foregoing, either you or Learning Commons may bring an individual action in small claims court.

(1) A “Dispute” means a dispute, claim or controversy arising out of or relating to the Services or these Terms; whether that dispute is (1) based on past, present or future events; or (2) in tort, contract, warranty, state, regulation, or other legal or equitable basis.

(2) An “Enforceability Dispute” means a Dispute relating to the interpretation, applicability, or enforceability of this Arbitration Agreement, including the formation of the contract, the arbitrability of any Dispute, and any claim that all or any part of this agreement is void or voidable.

(3) An “IP Dispute” means a Dispute relating to the ownership or enforcement of intellectual property rights.

10.2 Waivers

(1) Waiver of Jury Right. YOU AND LEARNING COMMONS ARE EXPRESSLY GIVING UP ALL RIGHTS TO A JURY TRIAL OR COURT TRIAL BEFORE A JUDGE, EXCEPT AS EXPRESSLY PROVIDED IN THIS ARBITRATION AGREEMENT. The arbitrator’s decision will be final and binding on both you and us, subject to review solely on the grounds set forth in the Federal Arbitration Act (“FAA”).

(2) Waiver of Class or Consolidated Actions. YOU AND LEARNING COMMONS AGREE THAT ALL DISPUTES MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS. The validity of this waiver – and whether an action may proceed as a class, collective, or representative action – must be decided by a court.

10.3 Initiating a Dispute

To initiate a Dispute, a party must send to the other party written notice of that Dispute containing: (a) the name, address, and contact information of the party giving notice; (b) the facts giving rise to the Dispute; and (c) the relief requested. Notices sent to Learning Commons must be sent by mail to the address provided in Section 14 below.

You and we agree that the parties shall (in good faith) meet and attempt to resolve the Dispute within 30 days. If the Dispute is not resolved during that time period, then you and a representative of Learning Commons shall (in good faith) meet and attempt to resolve the Dispute through non-binding mediation with a mutually agreed-upon mediator within 30 additional days. If you and we do not reach an agreement to resolve the dispute within that 60-day period, you or we may commence an arbitration proceeding or file a claim in small claims court.

10.4 Arbitration Rules and Procedure

(1) Rules. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Judicial Arbitration & Mediation Services, Inc. (“JAMS”) will administer the arbitration before a single arbitrator, and the arbitration will be initiated and conducted according to the Streamlined Arbitration Rules and Procedures (the “JAMS Rules”), to the extent they are not inconsistent with the terms of this Arbitration Agreement. The JAMS Rules and instructions about how to initiate an arbitration are available at https://www.jamsadr.com/rules-streamlined-arbitration (as of the date of this agreement) or 1-800-352-5267.

(2) Fees. Pursuant to the JAMS Consumer Arbitration Minimum Standards, Learning Commons will bear all costs of the arbitration (including any JAMS Case Management Fee and all professional fees for the arbitrator’s services), except for the filing fee if you are the party initiating the arbitration.

(3) Manner and Location of Arbitration. You may choose to have the arbitration conducted by telephone, in writing, online, or in person. If in person, you may choose to have the arbitration conducted (a) in San Mateo County, California, (b) if you are not domiciled in the United States, in your country of domicile, or (c) at another location that you and we agree upon.

10.5 Opt out

You may opt out of this Arbitration Agreement by notifying us no later than 30 days after first becoming subject to it. Your notice must include your name, address, and a clear statement that you want to opt out of this Arbitration Agreement. Notices sent to Learning Commons must be sent by mail to the address provided in Section 14 of this Agreement.

10.6 Severability

If any portion of this Arbitration Agreement is found to be unlawful, void or for any reason unenforceable, then that portion shall be severed and the remainder of this Arbitration Agreement shall be given full force and effect.

11. General Terms

These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and your use of the Services, and supersedes all other agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. If any provision of these Terms is found unlawful or unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions, and any unenforceable terms will be reformed to the extent possible to reflect the intent of the parties. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect.

Governing Law

These Terms and any Dispute between you and Learning Commons will be governed by California law and/or applicable federal law (including the Federal Arbitration Act) without regard to its choice of law or conflicts of law principles.

Jurisdiction and Venue

Subject to and without waiver of the Arbitration Agreement, you agree that any judicial proceedings (other than small claims actions) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in the city and county of San Mateo, California, or federal court for the Northern District of California. For countries where this is not permissible, this won’t deprive you of any protection you have under the law of the country where you live, or access to the courts in that country.

Assignment

You may not assign or transfer your rights or obligations under these Terms (or your participation in the Services) to anyone without our consent. However, you agree that Learning Commons may assign these Terms in connection with a reorganization, or to a successor or assign or affiliate that agrees to assume our obligations under these Terms (and Privacy Policy) without your consent. There are no third-party beneficiaries to these Terms.

Notices

You agree the only way to provide us legal notice is at the address provided in Section 14 below.

12. Update to Terms

We may modify these Terms from time to time in which case we will update the “Last Updated” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a notice on the Services. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Terms.

13. Termination of Access

If you breach any of the provisions of these Terms, all of your rights under these Terms will automatically terminate. Learning Commons may also suspend, disable, or delete your account and/or suspend, terminate or restrict your access to the Services, with or without notice and for any or no reason. 

In the event of account deletion, Learning Commons may, but is not obligated to, delete any of your User Content. Learning Commons assumes no responsibility for any failure to delete or for any deletion of your User Content. Provisions of these Terms that naturally survive termination will remain in effect, and termination will not limit any other rights or remedies available to Learning Commons under law or equity.

14. How To Contact Us

If you have any questions about these Terms, our Privacy Policy, or our Community Guidelines, please contact privacy@learningcommons.org.

You can also reach us by mail at:

Learning Commons c/o Chan Zuckerberg Initiative
2682 Middlefield Road, Suite i
Redwood City, CA 94063
Attn: General Counsel