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Ruzuku, Inc., a North Carolina business corporation (referred to here as “Ruzuku”, “we” or “us”) is the creator and provider of of Ruzuku, a set of online services and technology applications that enables users to create and integrate their own activity-based learning communities (“Communities”) utilizing our technology platform (“Ruzuku” or the “Service”). By making use of Ruzuku in any fashion, you, the User, agree to be bound by this Terms of Service Agreement. These Terms of Service contain general terms that apply to all Users of Ruzuku whether they create or join Communities.

  1. Description of the Service. Ruzuku is an online application that enables Guides to create and integrate their own activity-based learning Communities with invited Participants. Guides enter their own text and media files (“Content”) in the course of using Ruzuku. The Company provides no Content.
    1. The Service provides a payment mechanism to allow Guides to charge a fee to Participants. Guide establishes the fee structure for her or his Communities, with advice and support from the Company.
    2. Company shall provide technical support for Guide and Guide’s students for the Ruzuku platform.
  2. Use of Ruzuku. You, the User, may use Ruzuku as a Guide and/or as a Participant. You may pay a fee to use Ruzuku as a Guide. Guides use Ruzuku to create Communities by inviting and engaging other Users as Participants. Guides have the sole ability to control Participant entry to and use of the Communities they create. Guides may charge a fee to Participants for use of their Communities. Participants engage in programs or other Ruzuku-based activities as created and directed by the Guides. As a User of any sort, you agree to conform to all Policies and User guidelines in their use of Ruzuku as further described in Section 4 (Privacy and Rules). Guides may adopt and enforce Guidelines, additional rules of conduct for Participants in to the Communities they create.
  3. Ruzuku Pricing and Payment. Guides agree to the following payment terms:
    1. Your price is established at the time you subscribe to Ruzuku. We may at any time change your price by notifying you in writing to your registered email address. Any change in price will be effective for the next upcoming monthly or annual billing cycle, depending on your payment plan.
    2. If your subscription to Ruzuku is billed on an annual basis. You have thirty days from your sign-up date to request a full refund. If you cancel after the first thirty days, you are eligible for a pro-rated refund. If you upgrade, you are not eligible for a full refund. There will be no refunds or credits for partial months of service or refunds for periods of inactivity. We will automatically renew your subscription to Ruzuku at the current rates each year unless your subscription to Ruzuku is cancelled or terminated under this Agreement.
    3. You must pay with an online payment clearing service designated by Ruzuku.
    4. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of Ruzuku.
    5. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
  4. Community Pricing & Collection. Guide will establish pricing for Participants in Communities (each Community may be defined by a distinct course or other program).
  5. Relationship of Ruzuku Service to Guide, Participants, and Content. Guide agrees that the Company provides the Service a means of interpersonal communication and that the Company does not engage in professional services. The Ruzuku Service is not a publication and Company is not a publisher or editor of the Content found on the Service. We do not supervise or police the behavior of any Guide or Participant. Guide agrees that the Company is not responsible for the Guide’s particular use of the Service and does not create, review or edit Guidelines. Guide agrees she or he is solely and individually responsible for regulatory compliance regarding any professional services they may offer and that compliance with licensing and regulation of any professional service is the Guide’s sole responsibility. Guides are responsible for the Communities they create and for managing them in all respects (including the actions, conduct, and Content of their Participants) in compliance with this Agreement. Guide agrees to hold Company harmless and waive any claim of liability for any breach of privacy, breach of professional duty, or any other misconduct by Guide or any Participant.
  6. Privacy and Rules. When using Ruzuku you also agree to conform to the Ruzuku Privacy Policy and additional posted rules or policies applicable to specific services and features on Ruzuku, which are posted on the Ruzuku website (collectively, the “Rules”). You also agree that in order to protect the integrity and quality of the Ruzuku service, we may change the Rules from time to time by posting notice of such changes on the Ruzuku website. Your continued use of Ruzuku after any such changes shows your consent to such changes. You can review the most current version of the Terms of Service and other Rules at any time at: http://ruzuku.com/terms. All Rules are part of this Agreement and are incorporated here by reference.
  7. Account Terms. You agree to register and create a User Account. To create a User Account, you must comply with the following terms and conditions:
    1. You must be 18 years or older to use this Service.
    2. You must be a human. Registration or use of accounts by “bots” or other automated methods are not permitted.
    3. You must provide your legal full name and the legal name of the business you represent (if applicable), a valid email address, and any other information requested in order to complete the signup process.
    4. Your login may only be used by one person or organization.
    5. You are solely responsible for maintaining the security of your account and password. We cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You agree to notify us immediately if the security of your account or password is compromised.
  8. Intellectual Property. The Ruzuku Service is protected by copyright, trademark, trade secret, and other intellectual property laws. Company only grants Guide the right to use Ruzuku. Company reserves all rights of ownership of Ruzuku not expressly granted to Guide. As long as Guide meets applicable payment obligations and comply with this Agreement, Company grants to Guide a personal, limited, nonexclusive, nontransferable license to use Ruzuku. Guide, in turn, grants Company a limited, nonexclusive, nontransferable license to copy and publish the Content that Guide enters into Ruzuku to make use of the Services and to communicate with Participants and/or other Ruzuku users.
    1. The information Guide enters into Ruzuku (Guide’s “Content”) is Guide’s property exclusively. Guide owns her or his own words and media files. Guide has sole responsibility for the accuracy and quality of Guide’s Content in his or her use of the Service. While Company will make all reasonable efforts to ensure the availability of the Service and integrity of User data, Guide is are responsible for maintaining their own copies of content separate from the Ruzuku technology platform.
    2. Guide agrees to not do any of the following:
      1. Provide access to any part of the Ruzuku Service to any third party who is not a registered User.
      2. Modify, disrupt or interfere with the Service, supporting servers, or networks, either manually or through the use of scripts, viruses, or worms.
      3. Reproduce, duplicate, copy, deconstruct, sell, trade, or resell the Service except as provided in this Agreement.
      4. Reproduce, duplicate, copy, sell, trade or resell any Content found on the Service except with the express written permission of the User who created such Content.
      5. Attempt to access any other systems operated by Company that are not part of the Service.
      6. Excessively overload the systems used to provide the Service.
      7. Modify, adapt, or hack Ruzuku or modify another website so as to falsely imply that it is associated with Ruzuku, Company, or any other Company service.
    3. Company agrees to hold Guide’s Content and that of Participants in Guide’s Communities in confidence while Guide is using the Service. Company will take reasonable steps to ensure that Guide’s Content is not disclosed to any party outside of Guide’s Ruzuku Communities. Guide also agrees to take reasonable steps to ensure that the Content of other Ruzuku users is not disclosed to any third party.
  9. Termination. This Agreement shall continue in effect until terminated. Either party may terminate this Agreement without cause upon 30 days written notice to the other Party. Company may terminate this Agreement without notice should Guide violate its terms or any Rules. Within 30 days after this Agreement is terminated, Company and Guide shall pay any amounts due from one to the other, including any outstanding revenue obligations, and Company shall remove all of Guide’s Content, Communities, courses or other programs from the Service. The provisions of Sections 10 (Intellectual Property), 13 (Limitation of Warranty and Liability), and 14.d (Dispute Resolution) shall survive the termination of this Agreement.
  10. Changes to This Agreement or the Services. Company has the right to change any of the terms of this Agreement upon reasonable notice to the Guide. Company may also change or discontinue the Services, in whole or in part, including but not limited to, the Internet based services, pricing, technical support options, and other product-related policies. Guide’s continued use of the Service after we post otherwise notifies you of any changes, indicates your agreement to the changes.
  11. Limitation of Warranty and Liability. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Company AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. Company AND ITS SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION, OR THAT ANY ERRORS WILL BE CORRECTED. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF Company, AND ITS SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT GUIDE PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM.

    SUBJECT TO APPLICABLE LAW, Company AND ITS SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING:

    1. INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES;
    2. DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR THE USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET CURRENT INTERNET CLIENT SOFTWARE REQUIREMENTS.
    3. DAMAGES ARISING FROM GUIDE’S USE OR INABILITY TO USE THE SERVICE, OR FROM THE SUSPENSION OR TERMINATION OF GUIDE’S ACCOUNT FOR ANY REASON, INCLUDING BUT NOT LIMITED TO loss of clientele, loss of contracts, loss of revenues, loss of time, loss of goodwill, loss of reputation, and loss or damage of data.
    4. THESE LIMITATIONS APPLY EVEN IF Company AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    Guide agrees to indemnify and hold Company and its Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of Guide’s use of the Services or Guide’s breach of this Agreement (collectively, “Claims”). Company reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. Guide agrees to reasonably cooperate as requested by Company in the defense of any Claims.

  12. Miscellany.
    1. Entire Agreement. This Agreement is the entire agreement between Guide and Company and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. No modification of this Agreement shall be valid unless made in writing and executed by all parties. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement.
    2. Choice of Law. The law of North Carolina governs this Agreement.
    3. Relationship of Parties. Nothing in this Agreement shall be construed to create a partnership between these parties. The relationship between Guide and Company, including the agreement to share revenue from Guide’s use of the Service, is one of independent contractors.
    4. Dispute Resolution. In the event of any conflict, the Parties agree to work to reconcile with reference to and prioritize the achievement, as most practicable, of the purposes set out in the first three paragraphs of this Agreement. The parties agree to first seek mediation of any dispute arising from this Agreement through the services of a Mediator accredited by the North Carolina Dispute Resolution Commission, or other qualified Mediator agreed to by all parties. No dispute between the parties shall be considered arbitrable until all parties to the dispute have each met on not less than two separate dates with mediators to discuss the dispute. If any party refuses to participate in mediation or if any issue remains unresolved through mediation, an aggrieved party may demand arbitration pursuant to the Commercial Rules of the American Arbitration Association or any other qualified arbitrator agreed to by all parties. A party shall be deemed to have refused mediation if he or she does not respond to the efforts of the Mediator to contact him or her over fifteen consecutive days.