3.1 Account Creation

To access certain features of the Platform, you must create an account. You agree to provide accurate, current, and complete information during registration and to keep your account information up to date. You must be at least 18 years of age to create an account or use the Platform.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account at support@trainery.ai. Trainery will not be liable for any loss arising from unauthorized access resulting from your failure to safeguard your credentials.

3.3 Authorized Users

Customers are responsible for ensuring that only authorized personnel access the Platform under their account. Customers must promptly remove access for users who are no longer authorized, such as former employees or contractors. You are responsible for your users' compliance with these Terms.

3.4 Account Suspension

We reserve the right to suspend or terminate accounts that violate these Terms, engage in fraudulent activity, or pose a security risk to the Platform or other users. We will provide reasonable notice where practicable before suspension unless the violation requires immediate action.

4.1 License Grant

Subject to payment of applicable fees and compliance with these Terms, Trainery grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform Modules specified in your Order Form during the applicable License Term, solely for your internal business and workforce training purposes.

4.2 Modular Licensing

Trainery licenses Platform Modules independently. Your Order Form specifies which modules are included in your subscription. Access to modules not covered by your Order Form requires a separate agreement or Order Form amendment. Common licensing configurations include:

• Single-module access: One Platform Module (e.g., TraineryLMS only) for a defined user count and License Term.
• Multi-module access: Two or more Platform Modules licensed together under a single Order Form, sharing one learner record across modules.
• Enterprise suite: Full access to all available Platform Modules for all users within a Customer's organization for the License Term.

4.3 HRIS and Third-Party System Integrations

If you integrate the Platform with a third-party HRIS, payroll system, performance management tool, or other enterprise software, you are responsible for ensuring that your system configuration complies with Trainery's technical specifications. Trainery is not responsible for any failures, data loss, or service interruptions caused by third-party systems or misconfigurations within your environment.

4.4 Restrictions

You agree not to:

• Copy, reproduce, distribute, or create derivative works from any Platform software or proprietary content without prior written authorization from Trainery.
• Sublicense, resell, rent, lease, transfer, or otherwise commercially exploit the Platform to third parties, except as expressly permitted under a written reseller or white-label agreement.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform.
• Remove, alter, or obscure any copyright, trademark, or other proprietary notices on the Platform.
• Use the Platform to upload, transmit, or distribute any unlawful, harmful, defamatory, or infringing material.
• Use automated scraping, bots, or data extraction tools on the Platform without prior written consent.
• Attempt to gain unauthorized access to any part of the Platform or its related systems or networks.

5.1 Customer Ownership

You retain all ownership rights to Customer Data you submit to the Platform, including employee records, training content, coaching notes, and certification data. Trainery claims no ownership interest in your Customer Data.

5.2 License to Process Customer Data

By submitting Customer Data to the Platform, you grant Trainery a limited, non-exclusive license to store, process, and use your Customer Data solely for the purpose of providing the Services to you, including generating completion records, reports, and analytics as specified in your Order Form.

5.3 Customer Responsibility for Data

You are responsible for ensuring that any data you submit to the Platform complies with applicable law, including employment law, data protection regulations, and any contractual obligations you have with your employees or contractors. You represent and warrant that you have the right to submit such data to the Platform.

5.4 Customer-Uploaded Training Content

Where the Platform permits Customers to upload proprietary or custom training content, you represent and warrant that you own or have all necessary rights to such content and that it does not infringe any third-party intellectual property rights.

6.1 Fees

Access to the Platform requires payment of fees as set forth in your applicable Order Form or subscription agreement. All fees are quoted in US dollars unless otherwise stated. You agree to pay all fees in accordance with the payment terms specified in your Order Form.

6.2 Renewal and Cancellation

Subscriptions renew automatically at the end of each License Term unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term. Cancellation notices should be sent to support@trainery.ai.

6.3 Late Payment

Invoices not paid within the due date are subject to a late payment fee of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) on the outstanding balance. Trainery reserves the right to suspend access to the Platform if payment is more than fifteen (15) days overdue.

6.4 Taxes

All fees are exclusive of applicable taxes. You are responsible for all sales, use, value-added, and similar taxes arising from your purchase and use of the Platform, except for taxes based on Trainery's net income.

6.5 Refund Policy

Subscription fees are generally non-refundable except where expressly stated in your Order Form or as required by applicable law. If you believe you are entitled to a refund, contact support@trainery.ai within thirty (30) days of the charge.

7.1 Trainery's Property

The Platform, including its design, software, technology, trademarks, service marks, logos, and all content created by Trainery, is and remains the exclusive property of Trainery One LLC and its licensors. Nothing in these Terms grants you any ownership interest in the Platform or Trainery's intellectual property. All rights not expressly granted are reserved.

7.2 Customer Property

You retain all ownership rights to Customer Data you upload to the Platform. You grant Trainery a limited license to process, host, and use your data solely to provide the Services as described in these Terms and your Order Form.

7.3 Feedback

If you provide suggestions, ideas, or other feedback regarding the Platform ("Feedback"), you grant Trainery a royalty-free, perpetual, irrevocable, worldwide license to incorporate such Feedback into the Platform or related products without obligation or compensation to you.

7.4 Copyright Infringement

If you believe that content on the Platform infringes your copyright, please send a written notice to support@trainery.ai with the following: a description of the copyrighted work, the URL where the allegedly infringing material is located, your contact information, a statement of good-faith belief that the use is unauthorized, and your signature. We will investigate and respond in accordance with the Digital Millennium Copyright Act (DMCA).

10.1 Platform Warranty

Trainery warrants that the Platform will perform materially in accordance with its published documentation during the License Term, and that we maintain commercially reasonable security measures to protect the Platform and your Customer Data.

10.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TRAINERY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TRAINERY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS. No statement made by any Trainery representative creates any warranty beyond those expressly stated in these Terms.

13.1 Term

These Terms remain in effect for as long as you access or use the Platform. Subscription-based access continues for the applicable License Term set forth in your Order Form.

13.2 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure the breach within thirty (30) days of receiving written notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to insolvency proceedings.

13.3 Effect of Termination

Upon termination or expiration: (a) all licenses granted to you immediately terminate; (b) you must cease all use of the Platform; (c) you must destroy or return all Confidential Information of Trainery; and (d) any outstanding fees remain due and payable. Sections 7, 9, 10, 11, 12, and 15 survive termination.

13.4 Data Retrieval

Following termination, Trainery will make your Customer Data available for export for thirty (30) days. After this period, we may delete your data in accordance with our data retention practices. Please contact support@trainery.ai to initiate data export.

14.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of North Carolina, United States, without regard to its conflict of laws principles.

14.2 Dispute Resolution

The parties agree to first attempt to resolve any dispute informally by contacting support@trainery.ai. If the dispute is not resolved within thirty (30) days, it shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules in Wake County, North Carolina. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

14.3 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive your right to participate in a class action lawsuit or class-wide arbitration.

14.4 Injunctive Relief

Nothing in this Section prevents either party from seeking injunctive or other equitable relief from a court of competent jurisdiction for matters involving intellectual property rights, data security, or unauthorized access to the Platform.

15.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable Order Form, constitute the entire agreement between you and Trainery with respect to the Platform and supersede all prior agreements, representations, and understandings.

15.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable. The remaining provisions continue in full force and effect.

15.3 Waiver

No waiver of any term or condition shall be deemed a further or continuing waiver. Trainery's failure to enforce any provision of these Terms shall not constitute a waiver of its right to do so in the future.

15.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable. The remaining provisions continue in full force and effect.

15.4 Assignment

You may not assign or transfer these Terms or any of your rights or obligations hereunder without Trainery's prior written consent. Trainery may freely assign these Terms, including in connection with a merger, acquisition, or sale of substantially all of its assets. Any purported assignment in violation of this section is void.

15.5 Force Majeure

Trainery shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, labor disputes, power failures, or internet outages.

15.6 Notices

Legal notices to Trainery must be sent in writing to: Trainery One LLC, 6801 Pleasant Pines Drive, Suite 103, Raleigh, NC 27613, or by email to support@trainery.ai. Notices to you will be sent to the email address on your account or posted on the Platform.

15.7 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and their permitted successors and assigns. Nothing in these Terms creates any rights in or for any third party.

15.8 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.