Terms of Service

Effective Date: August 1, 2025

Please read these Terms and Conditions of Service (“Terms”) carefully. By accessing or using Learning Portrait, LLC’s (“Learning Portrait,” “we,” or “us”) websites, mobile apps, platform or other products and services (collectively, the “Service”), you, including your Authorized Users, agree to these Terms and Privacy Policy in full. If you are an organization, you represent that you have authority to accept these Terms and Privacy Policy for yourself and your Authorized Users, and you are responsible for their compliance. If any party does not agree, stop using the Service immediately.

Updated Terms will be posted, and continued use means acceptance. Review these Terms regularly and stop using the Service if you do not agree to any changes.

  1. Eligibility

Our Services are for education-related use only. You may only use the Service if you are (a) a teacher, school administrator, professor, or other educators (including a home-schooling instructor) (collectively, “Educator”); (b) a student who is currently enrolled in an educational institution or home-schooling program and is authorized to use the Services as a student of a course of study available through the Services (“Student”); or (c) the parent or guardian of a Student (Educators, Students, and such Students’ parents or legal guardians are collectively, “Authorized Users”).

Educators or Students must use an account provisioned and authenticated by their school district. Parents or guardians must create an account and associate it with their Student, following school district policies.

If you are under 18 (or the legal age of majority), you may use the Services only under a parent or guardian’s supervision. You represent and warrant that you are an Educator, Student, or parent or guardian of a Student, have not been suspended or removed from the Services, and agree to these Terms.

  1. Account Registration

To access certain features of the Service, you may be required to create an account. You agree to:

  • Provide accurate, current, and complete information during registration.

  • Maintain the security of your account credentials.

  • Notify us promptly of any unauthorized use or security breach of your account.

  1. Permitted Use

You agree to use the Service only for lawful purposes and in accordance with all applicable laws and regulations. You may not use the Service to:

  • Violate any law, regulation, or the rights of others.

  • Infringe upon the intellectual property or proprietary rights of others.

  • Transmit any harmful, malicious, or disruptive code or content.

  • Attempt to gain unauthorized access to the Service or its related systems.

  1. User Content

    1. Ownership

The Service may include interactive features or areas in which you or other Authorized Users may create, post, transmit, access or store content, including but not limited to text, files, folders, music, sound, photos, videos, graphics, code, items or materials (collectively, “User Content”). You retain ownership of your User Content, subject to these Terms.

  1. Grant of License

By providing User Content on or via the Service, you grant Learning Portrait a non-exclusive, worldwide, royalty-free license to use, display, reproduce, modify, and distribute your User Content solely for the purpose of providing and improving the Service. You understand that your User Content may be viewable by others, including, in some instances, by the public.

You represent and warrant that: (a) You and each Authorized User own or control all rights in and to the User Content and have the right to grant the license granted above to us; and (b) All of your User Content does and will comply with these Terms.

You understand and acknowledge that you are responsible for any User Content you or an Authorized User submits or contributes, and you, not Learning Portrait, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

  1. Monitoring and Enforcement

We have the right to:

  • Remove or refuse to post any User Content for any reason at our sole discretion.

  • Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion if we believe that such User Content violates these Terms, including by violating content standards, infringing any intellectual property right, threatening the personal safety of users of the Service, or the public, or by potentially creating liability for Learning Portrait.

  • Disclose your identity to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service.

Without limiting the foregoing, Learning Portrait has no obligation to remove, screen, edit, or monitor any User Content.

YOU WAIVE AND AGREE TO INDEMNITY, DEFEND, AND HOLD HARMLESS Learning Portrait FROM ANY CLAIMS RESULTING FROM ANY ACTION OR NON-ACTION TAKEN BY Learning Portrait DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER Learning Portrait OR LAW ENFORCEMENT AUTHORITIES.

  1. Payment of Fees

Unless otherwise provided in a separate payment or subscription agreement, Learning Portrait will send advance invoices in accordance with the billing cycle selected during sign up. In order to begin receiving Service, a Learning Portrait order form must be signed by your authorized representative and accepted by Learning Portrait, with the first invoice payable within thirty (30) days after the Service begins, or as otherwise specified in the accepted order form. All invoices must be paid within thirty (30) days or your Service is subject to suspension and/or cancellation.

  1. Intellectual Property

    1. Learning Portrait Content

All content and materials provided by Learning Portrait on or via the Service (excluding User Content) are the property of Learning Portrait or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You may not use, copy, or distribute any materials from the Service without prior written permission. No right, title, or interest in or to the Service or any content on the Service is transferred to you, and all rights not expressly granted are reserved by Learning Portrait.

You must not, and you must not permit any Authorized User to:

  • Modify copies of any materials from the Service except for the creation, revision, deletion, and sharing of records as permitted by the Services.

  • Use any illustrations, photographs, video, or audio sequences or any graphics separately from the accompanying text.

  • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Service.

  • Use any product, service, material, article, apparatus, method, or other electronic product that incorporates, consists of, makes use of, or is made through the use of any part of our assessment services.

  • Access or use for any commercial purposes any part of the Service unless as explicitly agreed to in writing and only then for educational purposes.

  1. Trademarks

The Learning Portrait name and certain related names, logos, product and service names, designs, and slogans are trademarks of Learning Portrait or its licensors. You must not use such marks without the prior written permission of Learning Portrait. All other names, logos, product and service names, designs, and slogans on this website, are the trademarks of their respective owners and may not be used without your obtaining the express written permission of the respective owner. Learning Portrait is not authorized to provide you with permission to use the trademarks, copyrights, or any other assets of our partners.

  1. Privacy

Your use of the Service is governed by our Privacy Policy, which is incorporated by reference into these Terms. Please review the Privacy Policy to understand our data collection and use practices.

  1. Data Use, Aggregation, and Sale

Learning Portrait, LLC may collect and analyze data generated through your use of the Service, including but not limited to:

  • Curricular information: How teachers and administrators set up classes, organize materials, and structure learning activities.

  • Student work: Examples of student work, submissions, feedback, and patterns of proficiency or errors.

Learning Portrait, LLC reserves the right to aggregate and anonymize such data for research, analytics, and commercial purposes, including the sale or licensing of aggregated data sets. No aggregated data will include information that could reasonably be used to identify any individual student, teacher, or school. By using the Service, you consent to such use of de-identified, aggregated data.

  1. Copyright Infringement (DMCA)

We respect the intellectual property rights of others, and ask that you do the same. It is our policy to terminate the Learning Portrait account of anyone who infringes the copyright or intellectual property rights of others. If you believe that any materials you access via the Service infringe your copyright or other intellectual property rights (e.g., trademark infringement or right of publicity), please contact our Copyright Agent at the address below and provide the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest or other intellectual property interest; (2) a description of the copyrighted work or other interest that you believe has been infringed; (3) identification of the content you believe to be infringing in a sufficiently precise manner to allow us to locate that content; (4) adequate information by which we can contact you, including your address, telephone number, and email address; (5) a statement by you that you have a good faith belief that the disputed use is not authorized by the owner of the copyright or other intellectual property right, its agent, or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the owner’s behalf.

If you believe that any content you posted via the Services that was removed (or to which access was disabled) is not infringing, or that you have authorization from the copyright owner or the owner of the intellectual property, the owner’s agent, or pursuant to the law, to post and use such content, you may send a counter-notice containing the following information to our Copyright Agent: (1) your physical or electronic signature; (2) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (3) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; (4) adequate information by which we can contact you, including your name, address, telephone number, and e-mail address; and (5) a statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by our Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing this person that the removed content may be replaced or access to the content restored in ten (10) business days. Unless the copyright owner or owner of the intellectual property files an action seeking a court order against you, the removed content may be replaced, or access to it restored, at our sole discretion.

Our designated Copyright Agent for notices of copyright infringement and counter-notices is: Learning Portrait, LLC info@learningportrait.com

  1. Modifications to the Service

We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with or without notice. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Service.

  1. Modifications to Terms

We may update these Terms from time to time. If we make material changes, we will notify users by email or through the Service. Your continued use of the Service after changes are posted constitutes your acceptance of the revised Terms.

  1. Termination

We reserve the right to suspend or terminate your access to the Service at our discretion, with or without notice, for conduct that we believe violates these Terms or is otherwise harmful to other users or the Service.

  1. Disclaimers

The Service is provided “as is” and “as available.” Learning Portrait makes no warranties, express or implied, regarding the accuracy, reliability, or availability of the Service.

  1. Limitation of Liability

To the maximum extent permitted by law, Learning Portrait and its affiliates, officers, employees, and agents are not liable for any indirect, incidental, special, consequential, or punitive damages arising from or related to your use of the Service.

  1. Indemnification

You agree to indemnify and hold harmless Learning Portrait and its affiliates from any claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising from your use of the Service or your violation of these Terms.

  1. Governing Law

PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH OTUS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM LEARNING PORTRAIT.

You and Learning Portrait agree to arbitrate any dispute arising from these Terms or your use of the Service, except that you and Learning Portrait are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Learning Portrait agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises. You and Learning Portrait further agree: (a) to attempt informal resolution prior to any demand for arbitration; (b) that any arbitration will occur in Chicago, Illinois; (c) that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS; and (d) that the state or federal courts resident in Chicago, Illinois have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by these Terms and the laws of the State of Illinois and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND OTUS WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR REPRESENTATIVE ACTION OR PROCEEDING.

  1. Contact Information

For questions about these Terms, please contact: info@learningportrait.com

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