Terms of Use

Learn Depot | Effective Date: October 1, 2026

Platform Provider: Brighter Minds ("Brighter Minds," "Company," "we," "us," or "our").

These Terms of Use ("Terms") govern your access to and use of Learn Depot, including Creator Studio, course hosting and distribution, AI-assisted learning-activity tools, marketplace and payment features, websites, and related services (collectively, the "Platform"). These Terms are primarily for course creators and other users who create, manage, publish, distribute, or sell learning experiences through Learn Depot ("Creator," "User," or "you").

By creating an account, checking the acceptance box, or otherwise using the Platform, you agree to these Terms and our Privacy Policy. If you use the Platform on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, do not use the Platform.

1. Eligibility, Accounts, and Authority

• You must be at least 18 years old or the age of legal majority where you live and legally capable of entering into these Terms.
• You must provide accurate account information and keep it current.
• You are responsible for safeguarding your credentials and for activity conducted through your account. Notify us promptly of suspected unauthorized access.
• You may not transfer or sell your account without our written permission.
• We may require reasonable verification of identity, business information, ownership, or authority when needed for security, payments, fraud prevention, legal compliance, or Platform integrity.

2. Platform Services and Changes

Learn Depot provides tools to create, host, manage, publish, and distribute learning experiences. Features may include video hosting or linking, learner activities, assessments, analytics, localization, creator-branded web experiences, custom domains where available, AI Assist, marketplace distribution, and payment or payout functionality.

Features, limits, availability, supported formats, storage allowances, plan entitlements, and technical requirements may change over time. We may modify, suspend, or discontinue features where reasonably necessary for security, legal compliance, product changes, third-party dependencies, or operations. We do not guarantee uninterrupted or error-free availability.

3. Creator Plans, Subscriptions, and Build Credits

3.1 Creator Subscriptions

Paid Creator plans may be offered on a recurring monthly or annual basis. The price, billing interval, included features, published-course limits, storage allowances, Build Credits, and other material plan terms shown at checkout form part of your purchase.

Unless otherwise stated at checkout, a paid subscription automatically renews at the end of each billing period until canceled. Before you subscribe, we will present the recurring terms and obtain any consent required by applicable law. You may cancel using the cancellation method made available through your account or another method we provide. Cancellation stops future renewals but does not ordinarily refund amounts already charged except where required by law or expressly stated in our refund policy.

We may change subscription prices or material plan terms prospectively. Where required, we will provide advance notice and any cancellation rights required by applicable law.

3.2 Build Credits

Certain AI Assist features may use Build Credits. Build Credits are a limited Platform entitlement, not money, stored value, cryptocurrency, or property; they have no cash value and cannot be transferred or redeemed for cash. Included monthly credits, purchased credits, expiration or reset rules, and the number of credits required for an eligible action will be disclosed in the Platform. We may update credit rates prospectively, but a confirmed transaction will use the rate presented for that transaction.

If an eligible generation fails before completion, the Platform may release or restore reserved credits according to the applicable product rules. Build Credits do not guarantee a particular output, quality level, or result.

4. Artificial Intelligence and AI Assist

Learn Depot AI Assist may help Creators generate learning activities or related materials from Creator-provided course material. AI Assist is assistive: it does not replace the Creator as the author, publisher, or person responsible for the course.

• You are responsible for reviewing, editing, verifying, approving, and deciding whether to publish AI-assisted output.
• AI-generated output may be inaccurate, incomplete, biased, inappropriate, or similar to material generated for other users.
• You must have the rights and permissions necessary to submit prompts, scripts, transcripts, documents, media, and other source material used with AI features.
• You must not rely on AI output as a substitute for qualified professional judgment where professional review is appropriate.

Where a separate assisted-generation consent is presented, use of those features is also subject to that consent. We may use third-party model or infrastructure providers to deliver AI functionality as described in our Privacy Policy and applicable product disclosures.

5. Creator Content and Intellectual Property

5.1 Your Content

As between you and Brighter Minds, you retain ownership of original text, branding, audio, video, images, course materials, scripts, transcripts, assessments, and other content that you create or upload to the Platform ("Creator Content"), subject to any rights held by third parties.

5.2 License Needed to Operate and Distribute the Platform

You grant Brighter Minds a non-exclusive, worldwide, royalty-free license to host, store, reproduce, encode, transcode, format, display, perform, transmit, distribute, and otherwise process Creator Content only as reasonably necessary to provide, secure, improve, support, and operate the Platform; make your course available through distribution channels you select; provide learner access; create technical copies, previews, thumbnails, or localized versions you request; and comply with law or enforce these Terms. This license lasts while the content is hosted or otherwise reasonably needed for these purposes, subject to backup, legal, fraud-prevention, and record-retention obligations.

5.3 Your Representations

You represent and warrant that you own or have all rights, licenses, consents, and permissions needed for Creator Content and for Brighter Minds to exercise the license above; your content and its sale or distribution do not violate law or third-party rights; and you will honor any promises you make to learners about your course.

5.4 Platform Rights

The Platform, including its software, interfaces, design systems, trademarks, logos, proprietary workflows, documentation, and underlying technology, is owned by Brighter Minds or its licensors. Except for rights expressly granted in these Terms, no rights are transferred to you. You may not copy, reverse engineer, decompile, circumvent, or exploit the Platform except as permitted by applicable law.

6. Course Publishing, Learners, and Creator Responsibilities

You control whether and when to publish your course, subject to Platform eligibility, safety, payment, technical, and review requirements. You are responsible for the substance, accuracy, quality, legality, accessibility commitments, advertising claims, learner communications, and fulfillment of the courses you publish.

You must not represent that Brighter Minds, Learn Depot, or Clarifly endorses, certifies, accredits, licenses, or guarantees your course unless we have expressly authorized that representation in writing. If your course relates to health, medicine, law, finance, safety, employment, certification, or another regulated or high-stakes subject, you are responsible for appropriate qualifications, disclosures, review, and compliance. The Platform does not itself make your course an accredited program or professional service.

7. Learn Depot Marketplace, Course Sales, and Fees

If you elect to sell courses through Learn Depot, the price and commercial terms shown in Creator Studio or applicable checkout settings will apply. Learn Depot may offer a 0% Learn Depot platform transaction fee on qualifying direct Learn Depot distribution under the applicable plan; payment-processing charges, taxes, refunds, disputes, chargebacks, currency conversion, or other third-party charges may still apply. A 0% platform transaction fee does not mean that payment processing is free.

You authorize us and our payment providers to process transactions, calculate and deduct disclosed fees or adjustments, issue or facilitate refunds where authorized, and make related ledger entries necessary to operate the marketplace. Historical transaction economics may be preserved for accounting, audit, refund, dispute, and affiliate purposes.

8. Payments, Stripe Connect, Payouts, Refunds, and Chargebacks

Payment processing and creator payouts may be provided through Stripe or another disclosed payment provider. To receive payouts, you may be required to establish and maintain an eligible connected payment account, complete identity or business verification, and agree to the payment provider's applicable terms. Your creator subscription and your eligibility to receive marketplace payouts are separate matters.

By enabling payout functionality, you authorize Brighter Minds to access and use connected-account information and to initiate or perform activities on your connected account to the extent necessary to provide Learn Depot Pay and related Platform services, including transaction reporting, payout administration, refunds, reversals, disputes, and risk controls, subject to our Privacy Policy and the payment provider's terms.

Payouts may be delayed, withheld, reversed, offset, or restricted where reasonably necessary to address refunds, chargebacks, disputes, suspected fraud, negative balances, payment-provider requirements, sanctions or legal obligations, or other legitimate risk concerns. Verification does not guarantee payout eligibility.

Creators are responsible for their own tax obligations arising from course sales, payouts, and business activity except to the extent applicable law expressly places a collection, withholding, reporting, or remittance obligation on Brighter Minds or a payment provider. We may request tax information or issue tax documents where required.

9. Refunds and Learner Transactions

Any learner refund policy presented at the time of purchase or otherwise published by Learn Depot applies to eligible transactions. We may issue or facilitate refunds, credits, reversals, or chargeback responses consistent with that policy, payment-network rules, applicable law, fraud controls, and our agreements with payment providers. Amounts associated with refunds, disputes, chargebacks, taxes, or reversals may be deducted from pending or future creator payouts where permitted.

10. Optional Clarifly Distribution

Learn Depot distribution and Clarifly distribution are separate channels. If Brighter Minds offers you the opportunity to distribute a course through Clarifly, participation is optional and requires your affirmative acceptance of the then-current Clarifly distribution terms, fees, and any additional review requirements. An invitation or offer does not guarantee approval, publication, placement, traffic, sales, or revenue. Declining Clarifly distribution does not by itself change your existing Learn Depot distribution.

11. Affiliate and Referral Programs

Promotional codes, referral links, affiliate commissions, customer discounts, attribution windows, eligible products, and other affiliate terms are governed by the applicable Brighter Minds affiliate or referral program rules. We may validate codes and attribution server-side. Discounts and commissions may vary by affiliate, product, channel, or promotion. Refunds, reversals, fraud, or chargebacks may reduce or reverse related affiliate commissions. Participation in an affiliate program does not create an employment, agency, partnership, or franchise relationship.

12. Video Hosting, External Media, Domains, and Third-Party Services

The Platform may allow you to upload hosted video or link to media hosted by third parties. You are responsible for having the rights to use that media and for complying with third-party terms. Third-party services may change, become unavailable, block embedding, or impose their own restrictions, and we are not responsible for their independent operation.

If your plan supports a Learn Depot subdomain or custom domain, you are responsible for rights to the name and domain, DNS settings under your control, and lawful use. We may reject or disable names that are reserved, deceptive, infringing, abusive, or technically unsafe. Domain verification, certificates, and routing may depend on third-party providers.

13. Prohibited Content and Conduct

You may not use the Platform to:

• upload, generate, sell, or distribute unlawful, fraudulent, defamatory, threatening, harassing, exploitative, or otherwise prohibited content;
• infringe intellectual property, privacy, publicity, confidentiality, trade secret, or other rights;
• impersonate others, misrepresent qualifications or affiliations, or make deceptive claims about a course, credential, outcome, or endorsement;
• introduce malware, malicious code, or security exploits; interfere with Platform operation; bypass access, billing, usage, safety, or technical controls; or attempt unauthorized access;
• scrape, crawl, harvest, or use automated extraction methods except as expressly authorized;
• use the Platform to facilitate spam, unlawful discrimination, fraud, money laundering, sanctions evasion, or other illegal activity; or
• use AI or Platform outputs to violate law, third-party rights, or applicable provider restrictions.

We may investigate suspected violations and may remove or restrict content, suspend functionality, limit payouts, or terminate access where reasonably necessary.

14. Intellectual Property Complaints

We respect intellectual property rights. If you believe content on the Platform infringes your copyright or other rights, contact us using the information in Section 22 with sufficient information to identify the work, the allegedly infringing material, your contact information, and the basis for your claim. We may remove or restrict disputed content and may terminate repeat infringers where appropriate. If we publish a separate copyright or DMCA policy, that policy will provide the controlling submission procedure.

15. Data, Privacy, and Security

Our collection and use of personal information is described in the Learn Depot Privacy Policy. You agree to use learner information and other personal data available through the Platform only for legitimate course, support, administration, or legal purposes and in compliance with applicable privacy and marketing laws. You may not sell, misuse, scrape, or repurpose learner data obtained through the Platform in violation of law or Platform rules.

No system is completely secure. You are responsible for reasonable security practices for devices, credentials, exports, integrations, and information under your control.

16. Account Inactivity, Deletion, and Content Retention

You may close your account through available account controls or by contacting us. Certain unpaid, pre-subscription creator workspaces that remain inactive for an extended period may be treated as abandoned and scheduled for deletion after notice, in accordance with the Platform's then-current retention process. We may retain information where reasonably required for legal compliance, tax, accounting, fraud prevention, dispute resolution, security, backup integrity, or enforcement of these Terms.

Deleting or closing an account may make Creator Content, learner access, hosted media, custom domains, analytics, and other Platform functionality unavailable. You are responsible for exporting materials you need before deletion where export functionality is available.

17. Suspension and Termination

You may stop using the Platform at any time and may cancel paid subscriptions as described above. We may suspend or terminate access, remove content, restrict publishing or payouts, or take other proportionate action if we reasonably believe you violated these Terms, created legal or security risk, engaged in fraud or abuse, failed to pay amounts due, or if required by law or a payment/provider relationship.

Provisions that by their nature should survive termination will survive, including intellectual-property rights, payment obligations, transaction records, disclaimers, limitations of liability, indemnification, dispute provisions, and other accrued rights or obligations.

18. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM, AI ASSIST, HOSTING, MARKETPLACE FEATURES, AND RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." BRIGHTER MINDS DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS; THAT AI OUTPUT OR THIRD-PARTY CONTENT WILL BE ACCURATE OR UNIQUE; OR THAT USE OF THE PLATFORM WILL PRODUCE ANY PARTICULAR LEARNER, BUSINESS, SALES, REVENUE, EMPLOYMENT, CERTIFICATION, OR EDUCATIONAL OUTCOME.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BRIGHTER MINDS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING FROM OR RELATED TO THE PLATFORM OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRIGHTER MINDS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF $100 USD OR THE AMOUNT YOU PAID DIRECTLY TO BRIGHTER MINDS FOR THE PLATFORM DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS OR LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

20. Indemnification

To the extent permitted by law, you agree to defend, indemnify, and hold harmless Brighter Minds and its affiliates, officers, directors, employees, and agents from claims, liabilities, damages, judgments, losses, costs, and reasonable attorneys' fees arising out of or relating to:

1. your violation of these Terms;
2. Creator Content, including AI-assisted content you approve or publish;
3. your courses, advertising, representations, learner relationships, sales, refunds, or fulfillment obligations;
4. your infringement or violation of third-party rights; or
5. your violation of applicable law.

21. Governing Law; Disputes

These Terms are governed by the laws of Georgia, without regard to conflict-of-law rules. Unless applicable law requires otherwise, any legal action arising out of these Terms or the Platform must be brought in the state or federal courts located in Fulton County, Georgia, and each party consents to their jurisdiction and venue.

Nothing in this section limits any non-waivable rights or remedies available under applicable law.

22. Changes to These Terms

We may update these Terms from time to time. For material changes, we will provide notice in a manner reasonably designed to reach affected users, such as through the Platform or by email, and will obtain renewed acceptance where required by law or where we determine the change warrants it. The effective date at the top identifies the applicable version. Continued use after an update becomes effective constitutes acceptance only to the extent permitted by applicable law.

23. General Terms

These Terms, together with the Privacy Policy and any additional terms you affirmatively accept for specific services, constitute the agreement governing your use of the Platform. If specific service terms conflict with these Terms, the specific terms control for that service to the extent of the conflict. If any provision is unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law. Headings are for convenience only.

24. Contact Information

Questions about these Terms may be sent to:

Brighter Minds Legal entity name: Brighter Minds Lab LLC Email: support@brighterminds.io Mailing address: 11175 Cicero Drive, Suite 100, Alpharetta, GA 30022