As with any other information system (IS), the success of Web-based learning depends largely on user satisfaction and other factors that eventually increase users' intentions to continue using the service (continuance intention). This research integrates the IS success model and fairness theory to construct a model for investigating the motivations behind learners' intentions to continueusing Web-based learning. Our model theorizes that the three dimensions of quality (i.e. information, system and service) and the three dimensions of fairness (i.e. distributive, procedural and interactional) affect learners' satisfaction. We also argue that satisfaction and the three dimensions of fairness will influence learners' intention to continue using Web-based learning. The hypothesized model is validated empirically using data collected from 289 learners of a Web-based learning service. The results show that information quality, system quality, system use, distributive fairness and interactional fairness exhibit significant positive effects on satisfaction. Also, procedural fairness and satisfaction play significant roles in shaping learners' intention to continue using Web-based learning.