Last Updated: January 1, 2025
These Terms of Service (Terms), together with any Subscription Order Form signed by An Embrace of Learning, Inc. (Company or Embrace) and Customer, form a legally binding agreement (Agreement) governing Customer access to and use of Company SaaS Services. By using the SaaS Services, Customer agrees to these Terms.
These Terms supersede any prior agreements, understandings, or terms between the Parties regarding the subject matter hereof.
2.1 SaaS Services: The cloud-based software platform, tools, and related services provided by Company for training, career pathing, and data logging.
2.2 Customer Data: Proprietary data and information provided by Customer, including employee and policy information.
2.3 Subscription Order Form: A document specifying the SaaS Services purchased, payment terms, and subscription duration.
2.4 Fees: Payments specified in the Subscription Order Form for access to and use of the SaaS Services.
3.1 License Grant: Subject to these Terms, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the SaaS Services for Customer internal business purposes during the agreed Term as set forth in the Subscription Order Form.
3.2 Restrictions: Customer may not:
3.3 Updates and Modifications: Company reserves the right to modify, update, or discontinue any aspect of the SaaS Services at its discretion, with reasonable notice.
4.1 Account and Security: Customer is responsible for maintaining the confidentiality of account credentials and ensuring the security of Customer Data.
4.2 Compliance: Customer must comply with all applicable laws and regulations when using the SaaS Services.
4.3 Connectivity: Customer is responsible for obtaining the necessary internet and network services to access the SaaS Services.
5.1 Fees: Fees for the SaaS Services are specified in the Subscription Order Form and are non-refundable unless otherwise stated.
5.2 Payment Terms: Payments are due as outlined in the Subscription Order Form. Late payments will incur interest at 1.5% per month or the maximum rate allowed by law.
5.3 Taxes: Customer is responsible for any applicable taxes unless a valid tax exemption certificate is provided.
6.1 Customer Data Ownership: Customer retains ownership of all Customer Data.
6.2 Usage of Data: Company may use anonymized and aggregated data for research and SaaS Services improvements.
6.3 Data Protection: Company implements commercially reasonable security measures but does not guarantee complete security.
6.4 Sensitive Data: Customer agrees not to upload sensitive personal data, including social security numbers, medical records, or financial information.
6.5 Communication and messaging: Customer agrees that if it or any Customer employee or resident provides Company with work or personal mobile phone numbers or work or personal email addresses, or both, in response to information gathering by or on behalf of the Company services, Customer has obtained such opt-in consents that are necessary and sufficient to permit Company to contact such individuals, including by phone calls or text, without liability to Company, its affiliates or suppliers under applicable law, including without limitation under the Telephone Consumer Protection Act or similar state or federal laws, and such opt-in consents are and will be in full force and effect unless and until withdrawn by the individual concerned.
7.1 Ownership: Company retains all intellectual property rights in the SaaS Services.
7.2 Restrictions: Customer may not copy, distribute, or modify Company intellectual property without written consent.
8.1 Confidentiality Obligations: Both Parties agree to keep proprietary information confidential.
8.2 Exceptions: Confidentiality obligations do not apply to publicly available information or disclosures required by law.
9.1 Term: The Agreement remains in effect for the duration stated in the Subscription Order Form unless terminated earlier.
9.2 Termination for Cause: Either Party may terminate this Agreement with 30 days written notice if the other Party materially breaches its obligations and fails to cure the breach.
9.3 Post-Termination Obligations: Upon termination, Customer must cease using the SaaS Services and return or destroy proprietary information.
10.1 Disclaimer: The SaaS Services are provided as is without warranties of any kind.
10.2 Limitation of Liability: Company total liability is limited to the fees paid by Customer in the preceding 12 months. Company is not liable for indirect or consequential damages.
Customer agrees to indemnify and hold Company harmless from any claims, damages, or losses arising from Customer use of the SaaS Services or breach of these Terms.
12.1 Governing Law: These Terms are governed by the laws of Kentucky.
12.2 Dispute Resolution: Disputes will be resolved in the courts of Louisville, Kentucky.
12.3 Amendments: Company may amend these Terms with 30 days notice.
12.4 Notices: Notices must be sent in writing to 9403 Mill Brook Rd, Louisville, KY 40223.
12.5 Entire Agreement: These Terms and the Subscription Order Form constitute the entire agreement between the Parties.
For questions or concerns regarding these Terms, contact Company at legal@embracelearning.com.