Walnut Institute Terms of Service

1. Definitions (Plain English)

“Account” means your registered user account for the Services.

“Content” means materials made available through the Services, including courses, lessons, videos, audio, text, quizzes, assignments, templates, downloadable resources, and platform elements.

“User Content” means anything users submit or make available through the Services (for example, assignment submissions, messages, posts, files, feedback, profile information, and uploads).

“Instructor Content” means Content or User Content provided by instructors, course creators, or administrators for educational delivery.

“AI Features” means any AI-powered functionality offered through the Services (for example, an AI tutor or chat, summarization, recommendations, or similar tools).

“AI Output” means content generated by AI Features in response to your inputs.

2. Eligibility and Accounts

2.1 Eligibility

You must be able to form a legally binding contract in your location. If you are not eligible, you may only use the Services if a parent/guardian or authorized organization accepts these Terms on your behalf and is responsible for your use.

2.2 Account Registration

You agree to:

• Provide accurate information when creating an Account.
• Keep your Account details up to date.
• Maintain the confidentiality of your login credentials.

You are responsible for all activity under your Account. If you suspect unauthorized access, contact us at privacy@walnutinstitute.com promptly.

2.3 Account Types and Roles

Walnut may offer different roles (for example, learner, instructor, administrator). Access to features depends on your role and permissions.

3. The Services (What We Provide)

Walnut provides an online learning platform that may include:

• Course enrollment and access to learning materials
• Quizzes, assignments, and progress tracking
• Certificates or completion acknowledgements (where offered)
• Messaging between learners, instructors, and administrators
• Downloadable materials (where offered)
• Uploads of supported media or files (where enabled)
• AI Features to support learning

We may add, modify, suspend, or discontinue features at any time.

4. Purchases, Pricing, and Refunds

4.1 Pricing and Checkout

Prices, currency, and any applicable taxes are displayed at checkout (or otherwise at purchase). You agree to pay all fees associated with your purchases.

4.2 Payment Processing

Payments are processed by third-party payment processors. Your payment may be subject to the processor's terms and policies in addition to these Terms.

4.3 Refund Policy (Refunds Are Possible)

Refunds may be available, subject to the refund terms presented at purchase and/or our Refund Policy if published (the “Refund Policy”).

Unless otherwise required by law, Walnut may consider refunds based on factors such as:

• Time since purchase
• Amount of course content accessed or downloaded
• Evidence of fraud or unauthorized purchase
• Duplicate charges or billing errors
• Service availability issues that materially prevent access

How to request a refund: email privacy@walnutinstitute.com with:

• The email on your Account
• The course/product purchased
• Purchase date and receipt (if available)
• The reason for the refund request

We may deny refund requests that are abusive, fraudulent, or inconsistent with the Refund Policy or purchase terms.

4.4 Chargebacks and Payment Disputes

If you initiate a chargeback or payment dispute, we may suspend or restrict your Account while we investigate. Abuse of chargebacks may result in termination and loss of access.

5. Licenses and Intellectual Property

5.1 Walnut's Intellectual Property

The Services, including the platform, software, design, logos, trademarks, and Walnut-created Content, are owned by Walnut Institute Inc. or its licensors and are protected by intellectual property laws.

Except for the limited license granted to you below, no rights are granted to you.

5.2 Your Limited License to Use the Services

Subject to these Terms, Walnut grants you a limited, personal, non-exclusive, non-transferable, revocable license to access and use the Services and Content for your own learning and educational purposes.

5.3 Downloads

If the Services allow downloads, you may download Content only for:

• Your personal learning use
• Your internal organizational use (if you are an authorized user under an organization account)

You may not:

• Repost, publish, distribute, sell, sublicense, or commercially exploit downloaded Content
• Share course files publicly or with unauthorized users
• Remove copyright notices or attribution
• Create derivative works for distribution without permission

Walnut may apply technical restrictions to downloads (for example, access limits, watermarking, or file controls).

5.4 Instructor Content

Instructor Content may be owned by Walnut, the instructor, or a third party depending on the arrangement. Regardless of ownership, your access is licensed, not sold, and is subject to these Terms.

5.5 Feedback

If you provide suggestions, ideas, or feedback, you grant Walnut a perpetual, worldwide, royalty-free right to use it without restriction or compensation.

6. User Content (Uploads, Submissions, Messages)

6.1 You Own Your User Content

As between you and Walnut, you retain ownership of your User Content, subject to the license you grant below.

6.2 License You Grant to Walnut

To operate the Services, you grant Walnut a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, transmit, display, and distribute your User Content solely to:

• Provide and operate the Services
• Deliver courses and platform features (including messaging)
• Enable instructor review and feedback
• Maintain safety, prevent abuse, and enforce these Terms
• Troubleshoot, support, and improve the Services

This license continues for as long as your User Content is stored on the Services, and for a reasonable period afterward for backup, legal, or operational purposes.

6.3 Messaging

The Services may allow messaging between learners, instructors, and administrators. You understand that:

• Messages may be retained and accessible to participants and, where necessary, platform administrators for moderation, support, safety, compliance, and enforcement.
• Messaging is not guaranteed to be private or secure, and you should not share sensitive information through messages.

6.4 Your Responsibilities

You represent and warrant that:

• You have all rights needed to submit your User Content.
• Your User Content does not violate law or third-party rights.
• Your User Content does not contain malware or harmful code.

6.5 Content Removal

We may remove or restrict access to User Content if we reasonably believe it violates these Terms, the law, or creates risk for users or Walnut. We are not obligated to host or retain any User Content.

7. Acceptable Use (Rules of the Road)

You agree to use the Services responsibly and legally.

7.1 You Must Not

• Violate any law, regulation, or court order.
• Harass, threaten, bully, or discriminate against others.
• Post or share content that is unlawful, hateful, exploitative, pornographic, or abusive.
• Share misinformation in ways that are intended to cause harm.
• Infringe intellectual property or other rights.
• Upload or distribute viruses, malware, or malicious code.
• Attempt to gain unauthorized access to Accounts, systems, or data.
• Probe, scan, or test vulnerabilities without written permission.
• Interfere with the Services (for example, scraping, flooding, denial-of-service).
• Use bots or automated tools to access the Services without written permission.
• Bypass access controls, paywalls, rate limits, or security features.
• Reverse engineer, decompile, or attempt to extract source code, underlying systems, models, or prompts (except where the law prohibits restricting this).
• Impersonate others or misrepresent your identity.
• Engage in cheating, plagiarism, or academic dishonesty, including using the Services to misrepresent work as your own where that is not allowed.

7.2 Messaging Conduct

When messaging learners, instructors, or admins, you must not:

• Send spam, solicitations, or scams
• Share sensitive personal data about yourself or others
• Share confidential organizational information unless authorized
• Harass or pressure others

8. AI Features (Important)

8.1 AI Output Can Be Wrong

AI Output may be inaccurate, incomplete, misleading, or not up to date. You are responsible for verifying information before relying on it.

8.2 Not Professional Advice

AI Features and AI Output are for educational and informational purposes only and are not medical, legal, financial, or other professional advice.

8.3 AI Acceptable Use

You must not use AI Features to:

• Generate illegal content or content that violates others' rights
• Attempt to bypass safety controls or content filters
• Perform “prompt injection” or attempt to manipulate system instructions
• Upload or request sensitive personal information unless you have a lawful basis and understand the risks

8.4 Processing of AI Interactions

We may process your AI interactions (inputs and outputs) to provide and protect the Services, including improving safety and performance. Details are described in our Privacy Policy.

9. Privacy and Cookies

Your use of the Services is also subject to:

• Privacy Policy: Privacy Policy
• Cookie Policy: Cookie Policy

These policies explain how we collect, use, share, and protect personal information and how cookies and similar technologies are used.

If there is a conflict between these Terms and the Privacy Policy about personal information handling, the Privacy Policy controls for that specific issue.

10. Third-Party Services

The Services may rely on third-party providers (for example, payment processors, hosting, storage, analytics, email delivery, AI providers). Third-party services may have their own terms and policies, and Walnut is not responsible for third-party outages or acts/omissions.

11. Suspension and Termination

11.1 You Can Stop Using the Services

You may stop using the Services at any time. You may request Account deletion, subject to legal and operational retention requirements described in the Privacy Policy.

11.2 We May Suspend or Terminate

We may suspend, restrict, or terminate your Account (with or without notice where appropriate) if we reasonably believe you:

• Violated these Terms or our policies
• Engaged in fraud, chargeback abuse, or payment manipulation
• Infringed intellectual property or repeatedly posted infringing material
• Harassed others or used messaging abusively
• Uploaded malicious code or attempted to compromise security
• Scraped the platform or attempted to bypass safeguards
• Misused AI Features, including attempts to bypass safety controls
• Created risk or legal exposure for Walnut or other users

11.3 Effect of Termination

Upon termination:

• Your right to access the Services ends immediately.
• We may remove or disable access to User Content where appropriate.
• You may lose access to purchased Content if termination results from serious violations (for example, piracy, fraud, or abuse), to the extent permitted by law.
• Sections that should survive termination will survive (including intellectual property, disclaimers, limitation of liability, and indemnity).

12. Disclaimers

12.1 “As Is” and “As Available”

To the fullest extent permitted by law, the Services and Content are provided “as is” and “as available.”

We do not guarantee:

• Uninterrupted or error-free operation
• That Content will be complete, accurate, or suitable for your needs
• That AI Output will be correct or appropriate
• That any course, certificate, or learning outcome will result in a particular job, credential acceptance, or result

12.2 No Warranties

To the fullest extent permitted by law, Walnut disclaims all warranties, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, and non-infringement.

Some jurisdictions do not allow certain disclaimers, so parts of this section may not apply to you.

13. Limitation of Liability

To the fullest extent permitted by law:

• Walnut will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or goodwill.
• Walnut's total liability for all claims related to the Services will not exceed the greater of:
  • The total amount you paid to Walnut in the 12 months before the event giving rise to the claim, or
  • CAD $50

If applicable law does not allow certain limitations, those limitations will apply to the maximum extent permitted.

14. Indemnification

You agree to defend, indemnify, and hold harmless Walnut Institute Inc. and its directors, officers, employees, contractors, and affiliates from any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Services
• Your User Content or Instructor Content (if applicable)
• Your violation of these Terms
• Your violation of law or third-party rights

15. Global Use and Local Laws

Walnut is based in Ontario, Canada, but the Services may be available globally. You are responsible for complying with the laws of your jurisdiction when using the Services, including any restrictions on access, content, downloads, messaging, or data use.

16. Changes to the Services and Terms

We may update the Services and these Terms from time to time.

If we make material changes, we may provide additional notice (for example, by posting on the site or emailing Account holders). Continued use of the Services after the effective date of updated Terms means you accept the updated Terms.

17. Governing Law and Venue

These Terms are governed by the laws of Ontario, Canada, without regard to conflict-of-law principles.

Any dispute will be brought in the courts located in Ontario, Canada, unless applicable law requires otherwise.

18. Miscellaneous

Severability: If any provision is unenforceable, the rest remains in effect.

No Waiver: Failure to enforce a provision is not a waiver.

Assignment: You may not assign these Terms without our consent. We may assign these Terms as part of a reorganization, merger, acquisition, or asset sale.

Entire Agreement: These Terms, together with the Privacy Policy and Cookie Policy, form the entire agreement regarding your use of the Services.

19. Contact

Questions about these Terms: privacy@walnutinstitute.com