Website Terms of Service

Last Updated: December 03, 2025

Welcome to Absorb's website! As a leading innovator in SaaS learning management systems ("LMS"), we're excited to have you here. Our site is designed to help you explore our cutting-edge solutions that empower education and training worldwide. These Website Terms of Service ("Terms") are like the ground rules for using our website (absorblms.com and any subpages, collectively, our "Site"). They're straightforward, and we've kept the language simple so you can focus on what matters: discovering how our LMS can transform learning.

Important Notes and Disclaimers for Readers:

  • "Absorb” includes all its affiliates and subsidiaries controlling, controlled by, or under common control.
  • These Terms are a legally binding agreement between you and Absorb. By accessing or using the Site, you agree to be bound by them. If you do not agree, please do not use the Site.
  • This document is provided for informational purposes and does not constitute legal advice. We recommend consulting with a qualified attorney in your jurisdiction to understand how these Terms may apply to your specific situation, especially regarding any rights you may have under local laws.
  • These Terms do not apply to our LMS services, which are governed by separate agreements entered into between us and our customers. If you are a customer using our LMS platform, please refer to the specific terms and conditions provided in your service agreement as it relates to your LMS.
  • Certain sections of these Terms include limitations on liability, disclaimers of warranties, and requirements for arbitration that may affect your legal rights. Please read them carefully.
  • PLEASE NOTE: THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, WHICH REQUIRE THAT YOU ARBITRATE DISPUTES WITH US ON AN INDIVIDUAL BASIS AND WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS. THESE TERMS ALSO INCLUDE A WAIVER OF YOUR RIGHT TO A JURY TRIAL. SEE THE "ARBITRATION" SECTION FOR DETAILS.
  • We may update these Terms from time to time, and your continued use of the Site after changes are posted constitutes acceptance of the updated Terms.

Who We Are and How to Contact Us

We're Absorb, a global provider of innovative SaaS LMS platforms.

Main office

Centennial Place – East TowerSuite 308, 520 – 3rd Avenue SWCalgary, AB, Canada T2P 0R3

If you have questions, feedback, or need support, reach out! We're here to help make your experience seamless.

Purpose, Scope and Other Applicable Terms

Purpose

The Site is intended primarily for informational and marketing purposes, including:

  • Learning about our LMS and related services
  • Accessing resources (blogs, whitepapers, case studies, webinars, etc.)
  • Contacting our team for inquiries, demos, or support

Certain features (like downloading resources or requesting demos) may ask you to provide personal data. We handle that information in line with our Privacy Policy (linked below).

The Site may include interactive elements, such as forms or chat features, but these do not constitute a binding contract for our LMS services.

What these Terms cover

These Terms govern your use of our Site, including:

  • Browsing our pages
  • Using forms, chat, and other interactive features
  • Accessing resources such as blogs, whitepapers, and case studies

These Terms do not govern your use of our LMS or any paid services. If you are a customer using our LMS or other services, your use of those services is governed by your separate service agreement with us. If there is any conflict between that agreement and these Terms:

  • The service agreement controls for the LMS / paid services; and
  • These Terms control for your use of this Site.

We May Update These Terms

We might tweak these Terms or our Site occasionally.

  • Changes to the Terms take effect when posted or made, and we'll note the update date at the top. Check back regularly, especially before key actions like signing up. Your continued use means you accept the Terms.
  • We may update, add, or remove content from time to time. That said, the content on the Site isn’t guaranteed to be complete, accurate, or up to date at all times. Some information may be historical, illustrative, or may change after it’s posted. We don’t have an obligation to update any specific material on the Site, even if it becomes out of date, but we may choose to do so at our discretion.

Other Terms That May Apply

These Terms work alongside:

  • Our Privacy Policy, which explains how we protect your data.
  • Our Cookie Policy, detailing cookies we use to improve your visit.
  • If you buy our LMS services, our separate service terms apply.

Eligibility and Your Responsibilities

To use the Site, you agree that:

  • You are at least 18 years old (or the age of majority in your jurisdiction). If you are under the age of majority, you may only use the Site with the consent and supervision of a parent or legal guardian.
  • You are responsible for ensuring that your use of the Site complies with all applicable laws and regulations in your jurisdiction.
  • You agree to provide accurate and complete information when interacting with the Site, such as when submitting contact forms or signing up for newsletters.
  • If you have any login or access credentials for the Site (for example, for a demo portal), you will keep them confidential, and you will notify us promptly if you suspect unauthorized access or use.

Accessing the Site and Account Security

Site Availability

We’re proud to serve educators and learners worldwide, but:

  • We may change, pause, or remove parts of the Site (or the whole Site) without notice.
  • We cannot guarantee that the Site will always be available or uninterrupted. We will not be liable if any part of the Site is unavailable at any time or for any period.
  • From time to time, we may limit access to the Site or parts of it (for example, to certain users, regions, or registered users) while we perform maintenance, launch new features, or address security or performance issues.

Your responsibilities

You’re responsible for:

  • Having the equipment, software, and internet connection you need to access the Site.
  • Ensuring that anyone who uses the Site through your connection or devices knows about these Terms and follows them.

Registration and Information You Provide

To access some parts of the Site or certain resources (such as gated content, events, or newsletters), we may ask you to provide registration details or other information.

You agree that:

  • All information you provide is accurate, current, and complete.
  • You will keep this information up to date if it changes.

Any information you submit through the Site, including via forms or interactive features, is handled in line with our Privacy Policy. By using the Site, you consent to our use of your information as described in the Privacy Policy.

Account Security

If you create an account, or we provide you with a username, password, or any other security details:

  • Please treat these details as confidential.
  • Don’t share them with anyone else or let anyone use your account.
  • Your account is personal to you; you’re responsible for all activity that happens under it.

If you think someone else may know your password or has accessed your account:

  • Let us know as soon as possible; and
  • Change your password immediately.

When you’re finished using the Site, especially on a shared or public device, please log out and close your browser so others can’t access your account or personal information.

Disabling or Suspending Access

We may suspend or disable any username, password, or other account identifier at any time if we reasonably believe:

  • You’ve violated these Terms;
  • There has been unauthorized access to your account; or
  • We need to do so for security, legal, or operational reasons.

Where appropriate, we’ll aim to let you know if we’ve had to suspend or disable your access.

Content on this Site and how you can use it

The Site and all of its contents, features, and functionality, including (but not limited to) text, images, graphics, video, audio, software, and the overall design and layout, are owned by Absorb, its affiliates, subsidiaries, our licensors, or other content providers or licensors, as applicable.

This material is protected by copyright, trademark, patent, trade secret, and other intellectual property laws in the United States and around the world. We’re happy for you to explore the Site, but we’re only giving you a limited license to use it.

What you’re allowed to do

These Terms let you use the Site for your own personal or internal business purposes. For example, you can:

  • Let your computer temporarily store copies of Site materials in RAM as you browse.
  • Store files that your web browser automatically caches to improve display performance.
  • Print or download a reasonable number of pages from the Site for your own personal or internal business use, as long as you don’t further reproduce, publish, or distribute them.
  • If we offer desktop, mobile, or other applications for download, download a single copy to your computer or mobile device solely for your own personal or internal business use, subject to any end user license agreement that applies to those apps.
  • Use built-in social media features or sharing tools (if we provide them) to share content in the ways those features allow.

What you’re not allowed to do

You must not:

  • Reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any materials from the Site, except as explicitly allowed above.
  • Modify copies of any materials from the Site.
  • Use illustrations, photographs, video or audio clips, or graphics separately from the accompanying text (unless we clearly say you can).
  • Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices on copies of materials from the Site.
  • Access or use any part of the Site, or any services or materials available through the Site, for commercial purposes that involve redistributing, reselling, or building a competing product or service, unless you have our prior written permission.

If you’d like to use any content from the Site in a way that isn’t covered here, please reach out to us and we’ll be happy to discuss it.

If you break these rules

If you print, copy, modify, download, share, or otherwise use any part of the Site in a way that breaches these Terms:

  • Your right to use the Site will stop immediately; and
  • We may ask you to return or destroy any copies of materials you’ve made.

No right, title, or interest in or to the Site or any content on the Site is transferred to you, and we reserve all rights that are not expressly granted in these Terms. Any use of the Site that is not specifically allowed by these Terms is prohibited and may violate copyright, trademark, and other laws.

Trademarks

The Absorb name, trademarks and logos and all related names, logos, product and service names, designs, and slogans are trademarks of Absorb or our affiliates or licensors. You must not use these marks without our prior written permission.

All other names, logos, product and service names, designs, and slogans on this Site are trademarks of their respective owners.

Prohibited Uses

You may use the Site only for lawful purposes and in line with these Terms. By using the Site, you agree not to:

  • Use the Site in any way that breaks any applicable law or regulation (including laws around data export or software export in the US or other countries).
  • Exploit, harm, or attempt to harm minors in any way. For example, by exposing them to inappropriate content or trying to collect personal information from them.
  • Send, upload, download, use, or re-use any material that does not meet our Content Standards (as described in these Terms).
  • Send unwanted marketing or promotional messages through the Site, including “junk mail,” “chain letters,” “spam,” or similar mass solicitations, unless you have our prior written permission.
  • Impersonate or attempt to impersonate Absorb, an Absorb employee, another user, or any other person or organization (including by using email addresses, usernames, or other identifiers associated with someone else).
  • Engage in behavior that, in our reasonable opinion, restricts or interferes with anyone else’s use or enjoyment of the Site, or that could harm Absorb or other users, or expose them to legal or security risks.

In addition, you agree that you will not:

  • Use the Site in any way that could disable, overload, damage, or impair it, or interfere with anyone else’s ability to use the Site (including any real-time features or interactive tools).
  • Use any robot, spider, scraper, or other automated means to access the Site for any purpose (including monitoring or copying content) without our permission.
  • Use any manual process to monitor or copy any of the material on the Site for purposes not expressly allowed under these Terms, unless you have our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Site.
  • Introduce viruses, Trojan horses, worms, logic bombs, or any other malicious or harmful code or material.
  • Attempt to gain unauthorized access to any part of the Site, the server on which it is hosted, or any server, computer, or database connected to the Site.
  • Attack the Site via a denial-of-service attack, a distributed denial-of-service attack, or similar methods.
  • Otherwise attempt to interfere with the security, stability, or proper operation of the Site.

User Contributions & Interactive Areas

The Site may include interactive areas such as community forums, comments, message boards, profiles, chat, feedback tools, or other features (collectively, “Interactive Services”) where users can post or share content (collectively, “User Contributions”).

User Contributions can include things like:

  • Comments or questions on articles or resources
  • Posts in community forums or discussion threads
  • Profile information or bios
  • Feedback, suggestions, or reviews

All User Contributions must follow the Content Standards set out in these Terms.

Who owns what and how we can use it

Unless we say otherwise in a separate agreement, any User Contribution you post on or through the Site will be treated as non-confidential and non-proprietary.

By posting User Contributions on the Site, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, host, store, reproduce, modify, adapt, publish, translate, create derivative works from, publicly perform, publicly display, and distribute your User Contributions in connection with operating, improving, and promoting the Site and our services, and as otherwise described in these Terms and our Privacy Policy.

This license lets us, for example:

  • Display your post in a forum or community area
  • Show your comments in context next to content you commented on
  • Use anonymized or aggregated contributions to improve our products and services

We will handle any personal data in User Contributions in line with our Privacy Policy.

Your promises about your content

You represent and warrant that:

  • You own or control the rights to your User Contributions or have all necessary permissions to post them and grant the license above.
  • Your User Contributions comply with these Terms, including the Content Standards.

You are fully responsible for your User Contributions, including:

  • Their legality, reliability, accuracy, and appropriateness
  • Any consequences of posting or sharing them

We are not responsible or liable to you or any third party for:

  • The content of any User Contributions; or
  • The accuracy of statements or information contained in any User Contributions.

Content Standards

These Content Standards apply to all User Contributions and all use of Interactive Services.

User Contributions must comply with all applicable laws and regulations (local, national, and international) and, without limitation, must not:

  • Contain material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, gender, gender identity, religion, nationality, disability, sexual orientation, or age.
  • Infringe any intellectual property rights or other rights of any person (including copyright, trademark, patent, trade secret, or moral rights).
  • Violate the legal rights of others (including privacy and publicity rights) or contain material that could give rise to civil or criminal liability under applicable laws, or otherwise conflict with these Terms or our Privacy Policy.
  • Be likely to mislead or deceive any person.
  • Promote illegal activity or encourage or assist any unlawful act.
  • Intentionally cause annoyance, inconvenience, or needless anxiety, or be likely to upset, embarrass, alarm, or harass any other person.
  • Impersonate any person or entity or misrepresent your identity or affiliation with any person or organization.
  • Involve unauthorized commercial activities or sales (such as contests, sweepstakes, sales promotions, barter, or advertising) unless we’ve given prior written permission.
  • Give the impression that they come from us or are endorsed by us or any other person or entity, if that’s not the case.

Copyright concerns

We respect the intellectual property rights of others and expect our users to do the same.

If you believe that any User Contribution on the Site infringes your copyright, please let us know.

In appropriate circumstances, and where legally required, it is our policy to terminate the accounts of repeat infringers.

Monitoring, moderation & enforcement

We want the Site to be a safe and useful place for everyone. To help with that, we reserve the right (but are not obliged) to:

  • Review, remove, or refuse to post any User Contribution for any reason or no reason.
  • Take any action we reasonably consider appropriate if a User Contribution may:
    • Violate these Terms (including the Content Standards);
    • Infringe someone’s intellectual property, privacy, or other rights;
    • Threaten the safety of any person; or
    • Expose us or our users to legal or security risk.
  • Disclose your identity or other information to a third party who claims that content you posted violates their rights (for example, intellectual property or privacy rights), where the law allows or requires this.
  • Take appropriate legal action, including reporting matters to law enforcement, for any suspected illegal or unauthorized use of the Site.
  • Suspend or terminate your access to all or part of the Site if you violate these Terms or we reasonably believe your use creates a significant risk.

We may cooperate with law enforcement and comply with court orders that request or direct us to disclose the identity or other information of users posting materials on or through the Site.

To the fullest extent permitted by law, you agree that we won’t be responsible for any actions we take in good faith as part of:

  • Investigating suspected misuse of the Site; or
  • Responding to law enforcement or legal requests.

Moderation limits

We aim to keep things respectful and safe, but:

  • We do not review all content before it appears on the Site.
  • We cannot guarantee we will remove objectionable material quickly after it is posted.

As a result:

  • We are not liable for any action or inaction regarding transmissions, communications, or content from any user or third party.
  • We are not responsible for performing or failing to perform any moderation or enforcement activities described in this section, except where required by law.

If you see something that looks inappropriate or in breach of these Terms, please let us know so we can review it.

Reliance on Information Posted

The information made available on or through the Site (including posts, articles, comments, or community content) is provided for general information purposes only.

We do not promise that:

  • This information is complete, accurate, or up to date; or
  • It is suitable for your specific situation.

Any reliance you place on information found on the Site is at your own risk.

We disclaim all liability and responsibility for any loss or damage arising from:

  • Any reliance placed on Site content by you or any other visitor; or
  • Anyone who becomes aware of content published on or through the Site.

The Site may include content provided by third parties, such as:

  • Other users
  • Bloggers or content partners
  • Third-party licensors, syndicators, or reporting services

All statements and opinions expressed in such materials (other than content clearly identified as provided by Absorb) are solely the views of the person or organization that provided them.

They do not necessarily reflect our views, and we are not responsible or liable for:

  • The content of any third-party materials; or
  • Their accuracy or reliability.

Linking & Links to Other Sites

Linking to our Site

You’re welcome to link to our homepage, as long as you:

  • Do it in a way that is fair and legal;
  • Don’t damage our reputation or take unfair advantage of it; and
  • Don’t suggest that we endorse you, your organization, or your products without our prior written consent.

In short: linking is fine; implying partnership/approval when there isn’t one is not.

If you link to our Site, the website you’re linking from should also comply with these Terms (including the Content Standards).

We may withdraw permission to link to the Site at any time and without notice if we think it’s necessary.

Social sharing & embedded features

Our Site may include social media or sharing features that let you, for example:

  • Link from your own site or a third-party site to specific content on our Site;
  • Share content or links via email or messaging;
  • Display limited portions of our content on your own site or in your social channels, using tools we provide.

You may use these features:

  • Only as we provide them;
  • Only with the content they are associated with; and
  • In line with any additional terms or guidelines we publish for those features.

Subject to the above, you must not:

  • Create a link from any website that you do not own or control.
  • Frame our Site or make it appear as though any part of the Site is displayed on another website (including framing, in-line linking, or deep linking), except through features we explicitly provide.
  • Link to any part of the Site other than the homepage, unless a specific sharing or embed option clearly allows it.
  • Take any action with respect to content on the Site that conflicts with these Terms.

If we ask you to remove a link or stop using a social media or sharing feature, you agree to cooperate and do so promptly. We may disable any social media features or links at any time, without notice, if we believe that’s appropriate.

Links from our Site to other sites

Our Site may contain links to third-party websites or resources, including:

  • Partner or integration sites
  • Blogs, articles, or external resources
  • Sponsored links or advertisements

We provide these links for convenience and information only. We don’t control these third-party sites and are not responsible for:

  • Their content, policies, or practices; or
  • Any loss or damage that may arise from your use of them.

If you choose to visit any third-party site linked from our Site, you do so at your own risk and subject to that site’s own terms and privacy policies.

AI Features

Some parts of our Site and our products may use artificial intelligence or machine learning (“AI Features”). For example, AI may be used to suggest content, generate draft learning materials, summarize information, answer customer support emails, provide chatbot responses, or otherwise provide automated answers or recommendations.

Unless we clearly say otherwise in a separate agreement:

  • AI Features are provided for assistance and convenience only and do not constitute professional advice (legal, financial, educational, HR, medical, or otherwise).
  • You remain responsible for how you use any outputs (including any decisions, actions, or omissions based on them).
  • You should review and, where appropriate, independently verify AI-generated content before relying on it or sharing it with others.

When you interact with AI Features (for example, by entering prompts, questions, or feedback):

  • Your inputs and the AI outputs may be processed and logged to:
    • provide the requested functionality,
    • maintain security and abuse prevention, and
    • improve and develop our AI systems and services, in line with our Privacy Policy and any applicable product-specific terms.
  • You must not input sensitive personal data about others (such as health, financial or government ID data, or information about children) unless:
    • you have a lawful basis and appropriate permissions to do so; and
    • doing so is consistent with our Privacy Policy and any data processing/add-on agreement we have with you.

You agree not to use AI Features to:

  • Generate or share unlawful, discriminatory, harassing, or otherwise harmful content;
  • Infringe the rights of others (including intellectual property and privacy rights);
  • Build or train competing AI models, or to reverse engineer our models or systems;
  • Circumvent safety or usage limits in the AI Features.

We may place reasonable limits on AI usage (for example, rate limits, content filters, or feature restrictions) to protect users, comply with law, and maintain service quality.

If you are a paying customer using our LMS or other paid services under a separate agreement, that agreement (and any applicable data processing addendum or AI-specific terms) will set out more detailed rules for how AI Features and data are handled in those services. In case of conflict, that separate agreement will control for those contracted services.

Personal Data & Privacy

We take privacy seriously and aim to apply a high standard of data protection globally, where technically and legally feasible.

When we talk about "personal data," we mean any information relating to an identified or identifiable person, as defined under laws like the EU General Data Protection Regulation (GDPR), the UK GDPR, the CCPA (and similar US state laws), and comparable laws in other regions.

Who is responsible for your personal data?

For personal data collected through this Site (for example, when you fill out a form, subscribe to a newsletter, or interact with cookies):

  • Absorb (or a relevant local group company identified in our Privacy Policy) will typically act as the data controller, meaning we decide how and why that data is used.
  • Our Privacy Policy explains which entity is the controller for different activities and how to contact us and our data protection contact/representative (where required).

If you use our LMS or other paid services under a separate agreement:

  • You (or your organization) are usually the controller of learner/employee data, and we act as your processor (or equivalent role under applicable law).
  • That relationship is governed by a separate data processing addendum or similar agreement, not these Terms.

For details about lawful bases, international transfers, and your privacy rights (such as access, deletion, objection, and data portability), please refer to our Privacy Policy, which forms part of these Terms.

Cookies and similar technologies

We use cookies and similar technologies on the Site for things like:

  • Enabling core Site functionality;
  • Remembering your preferences;
  • Analytics and performance measurement;
  • (Where applicable) personalized content or marketing.

Where required by law, we will:

  • Ask for your consent before placing non-essential cookies (for example, via a cookie banner or preferences tool); and
  • Give you a way to manage or withdraw your cookie choices.

For more information, please see our Cookie Policy or the cookies section of our Privacy Policy.

Geographic Considerations

Our Site can be accessed from many countries, and we may operate through different entities in different regions.

However, we don’t promise that:

  • The Site or any of its content is appropriate, available, or lawful in every country or territory; or
  • All features, products, or services described on the Site will be available in every location.

Some content, features, or services may be:

  • Unavailable in certain countries;
  • Offered only through specific local entities; or
  • Subject to additional local terms or regulatory restrictions.

If you choose to access the Site from outside a jurisdiction where we have explicitly made our services available:

  • You do so on your own initiative; and
  • You are responsible for complying with all local laws and regulations that apply to you, including any restrictions on accessing online services, using encryption or AI technologies, or transferring data across borders.

If local law prohibits you from using the Site or any part of it, you should not access or use the Site in that way.

Disclaimers, Liability and Indemnity

This section applies to your use of the Site and the content and free services we make available through it. Any warranties, liabilities or indemnities relating to our paid LMS or other contracted services are governed by your separate agreement with us.

Disclaimer of Warranties

We do our best to keep the Site safe and running smoothly, but we can’t guarantee that it will always be free from security risks.

You understand and agree that:

  • We cannot and do not guarantee that files or content available on or through the internet or the Site will be free of viruses, malware, or other harmful code.
  • You are responsible for having your own protective measures in place, such as:
    • Up-to-date anti-virus and security software;
    • Processes to verify the accuracy of data you input and download; and
    • Your own backup and recovery systems for any data you care about.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED BY:

  • Distributed denial-of-service (DDoS) attacks;
  • Viruses, malware, or other harmful code; or
  • Any other technologically harmful material

that may affect your devices, programs, data, or other proprietary material due to:

  • Your use of the Site or any services or items made available through the Site; or
  • Your downloading of any material posted on the Site or on any site linked from it.

YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS MADE AVAILABLE THROUGH THE SITE IS AT YOUR OWN RISK.

THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS MADE AVAILABLE THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

Without limiting the above, neither we nor anyone acting on our behalf makes any promise or representation that:

  • The Site, its content, or any services or items made available through the Site will be accurate, complete, reliable, error-free, or uninterrupted;
  • Defects or errors will be corrected immediately;
  • The Site or the servers that make it available are free of viruses or other harmful components; or
  • The Site, its content, or any services or items made available through the Site will meet your specific needs or expectations.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF:

  • Merchantability;
  • Fitness for a particular purpose; and
  • Non-infringement of third-party rights.

NOTHING IN THIS SECTION IS INTENDED TO LIMIT OR EXCLUDE ANY WARRANTY OR OTHER RIGHT THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW (FOR EXAMPLE, CERTAIN CONSUMER RIGHTS).

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, OR OTHERWISE), THE TOTAL AGGREGATE LIABILITY OF THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO YOU OR TO ANY OTHER PARTY ARISING OUT OF OR RELATING TO THE SITE, THESE TERMS, OR ANY SERVICES OR ITEMS MADE AVAILABLE THROUGH THE SITE IS LIMITED TO ONE HUNDRED DOLLARS ($100 USD).

This limitation:

  • Applies even if we have been advised that such loss or damage is possible; and
  • Is intended to apply broadly to all types of claims, to the extent allowed by law.

THIS LIMITATION OF LIABILITY DOES NOT APPLY TO ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Nothing in these Terms is intended to exclude or limit any liability that cannot lawfully be excluded or limited (for example, certain consumer protection rights, where they apply).

Indemnification

You agree to defend, indemnify, and hold harmless the Absorb, its affiliates, licensors, and service providers, and each of their respective officers, directors, employees, contractors, agents, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or related to:

  • Your breach of these Terms;
  • Your use of the Site (including any content, services, or features) in a way that is not expressly permitted by these Terms;
  • Your User Contributions, including any claim that your content infringes or violates the rights of a third party; or
  • Your use of any information or materials obtained from the Site.

We may, at our own expense, choose to take over the exclusive defense and control of any matter that is otherwise subject to indemnification by you. In that case:

  • You agree to cooperate with us in the defense of that claim; and
  • Your indemnification obligations will still apply.

Governing Law, Disputes & Arbitration

Governing Law and Jurisdiction

Subject to any mandatory local laws that apply to you:

  • All matters relating to the Site and these Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), are governed by the laws of State of Delaware, USA without giving effect to any choice or conflict of law rules.
  • Any legal action or proceeding arising out of or relating to these Terms or your use of the Site will be brought exclusively in the courts of state or federal courts located in Wilmington, Delaware, USA although we reserve the right to bring proceedings against you in your country of residence or any other relevant jurisdiction where permitted by law.

You agree not to object to those courts having jurisdiction over you or to those courts being an appropriate or convenient forum, subject to any rights you may have under mandatory local law.

Binding Arbitration, Class Action Waiver and Jury Trial Waiver

To the fullest extent permitted by law, you and Absorb agree that any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Site (collectively, “Disputes”) will be resolved exclusively by binding individual arbitration, and not in court, except as expressly set out below.

This arbitration agreement is intended to be broadly interpreted and includes, for example, Disputes about:

  • The interpretation, validity, or enforceability of these Terms;
  • The existence, scope, or termination of this arbitration agreement; and
  • Your use of or access to the Site.

Exceptions – when court or other forums are allowed

This Section does not require arbitration of the following, to the extent permitted by law:

  • Small claims: Either you or we may bring an individual claim in a small claims court that has jurisdiction and where the claim fits within that court’s limits.
  • Injunctive / equitable relief: We may seek injunctive or other equitable relief in court to stop actual or suspected misuse of the Site, infringement of intellectual property rights, or other conduct that could cause serious harm.
  • Where arbitration is not permitted by law: If applicable law in your jurisdiction does not allow mandatory arbitration for certain types of disputes, those particular disputes may be brought in the courts described in the “Governing Law” section.

Nothing in this Section prevents you from raising issues with relevant consumer protection authorities where applicable law allows.

Arbitration rules and process

Arbitration will be:

  • Administered by the American Arbitration Association (AAA) (or, if AAA is unavailable, another established provider we and you mutually agree on);
  • Conducted under the applicable rules of that provider as modified by this Section; and
  • Conducted in and governed by the laws of the State of Delaware, USA, consistent with these Terms.

Unless we agree otherwise:

  • Arbitration will be conducted in English;
  • The arbitrator may allow remote/virtual hearings where appropriate;
  • Judgment on the arbitration award may be entered in any court having jurisdiction;
  • The arbitrator shall have the authority to award all remedies that would be available in court (consistent with these Terms).

The arbitrator, and not any court or agency, shall have the exclusive authority to resolve any Dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or part of this arbitration agreement is void or voidable, except that a court (not the arbitrator) will decide issues relating to the enforceability of the class action waiver set out below.

Each party will bear its own legal fees and costs, unless the arbitrator applies a different allocation in accordance with applicable law or the applicable arbitration rules.

You may opt out of this arbitration agreement by sending written notice to us at our main office address within 30 days of your first access to the Site or the date these Terms are updated to include this provision (whichever is later). If you opt out, neither you nor we can require the other to participate in arbitration.

Class and representative action waiver

To the fullest extent permitted by law:

  • You and Absorb agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding.
  • Unless both you and Absorb agree otherwise in writing, the arbitrator may not:
    • combine or consolidate Disputes of more than one person; or
    • preside over any form of class, collective, consolidated, or representative proceeding.

If a court decides that applicable law precludes enforcement of any part of this class and representative action waiver as to a particular claim or request for relief, then:

  • That claim or request (and only that claim/request) must be severed from arbitration and may be brought in court; and
  • The remainder of this arbitration agreement will continue to apply.

Jury trial waiver

To the extent permitted by law, you and Absorb waive any right to a trial by jury in any court proceeding for any Dispute that is not subject to arbitration under this Section.

If, for any reason, a Dispute proceeds in court rather than in arbitration (for example, because a court has found the arbitration agreement unenforceable in whole or in part), then:

  • The Dispute shall be heard without a jury, to the maximum extent permitted by law; and
  • The waiver of jury trial in this paragraph shall be enforced to that extent.

Readers outside the U.S. and mandatory rights

If you are a reader residing in a country where mandatory local law does not allow some or all of:

  • mandatory arbitration,
  • class action waivers, or
  • jury trial waivers,

then some or all of this Section may not apply to you, and:

  • You may have the right to bring certain Disputes in the courts of your country of residence; and
  • Nothing in these Terms is intended to limit or override those non-waivable rights.

You should check your local laws or seek independent legal advice if you are unsure about how this Section applies to you.

Limitation on time to bring claims

To the extent permitted by law, any claim or cause of action you may have arising out of or relating to:

  • these Terms; or
  • your use of the Site

must be started within one (1) year after the claim or cause of action arises. After that, it will be permanently barred.

If applicable law in your jurisdiction does not allow this kind of time limitation, we will apply the longest shortening allowed, or the statutory period if no shortening is allowed.

Waiver and Severability

If we don’t enforce a right or provision in these Terms at any particular time, that doesn’t mean we’re giving up that right or provision in the future.

If any provision of these Terms is held by a court or other competent authority to be invalid, illegal, or unenforceable, that provision will be limited or removed to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

Entire agreement

These Terms, together with:

  • our Privacy Policy;
  • our Cookie Policy, if separate; and
  • any other Site-specific terms or notices we make available to you (for example, terms for specific campaigns, beta features, or communities),

make up the entire agreement between you and Absorb about your use of this Site.

They replace any prior or contemporaneous understandings, agreements, or representations about the Site (whether written or oral).

If you use our LMS or other paid services under a separate written agreement (such as a subscription agreement, order form, or master services agreement):

  • That separate agreement sits alongside these Terms; and
  • It governs your use of the LMS or other contracted services.
  • If there is any conflict between that agreement and these Terms, the separate agreement will prevail for the LMS or other contracted services.

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