Terms of Service Agreement

Trainual Terms of Service (Effective July 28, 2025)

This Terms of Service Agreement (this “Agreement”) is entered into by and between Trainual, Inc. (“Trainual,” “we,” or “us”) and the entity or individual accepting this Agreement (“Customer,” “you,” or “your”). By accepting this Agreement, you agree to be bound by the terms herein.

By clicking the “accept” button you, (A) accept this Agreement and agree to be bound by its terms; and (B) represent and warrant that you are 18 years of age or older, and (C) if you are agreeing on behalf of a corporation, governmental organization, or other legal entity, you have the right, power and authority to enter into this Agreement on behalf of such legal entity. If you do not agree to the terms of this Agreement, then Trainual will not provide you with access to the Services.

By your acceptance, a binding contract is then formed between Trainual and the company in accordance with the terms and conditions of this Agreement. If you are entering into this Agreement on behalf of your company, the terms “Customer,” “you,” and “your” in this Agreement means your company and all of its Authorized Users as defined below. If you are entering this Agreement on your own behalf, you agree that you are personally bound by this Agreement and in such case, the terms “Customer,” “you,” and “your” in this Agreement mean you, individually.

1. Services and Right to Access

1.1 Right to Access and Use

(a) Subject to your compliance with this Agreement and payment of applicable fees owed to Trainual, Trainual grants you a limited, non-exclusive, non-transferable, non-sublicensable right during the duration of your subscription period(s) to access and use the Trainual software, a proprietary, commercially available, hosted software product and related services and documentation (the “Software”), via a web browser or mobile application, solely for your internal business purposes (the “Service”). Access to the Service is limited to your employees, contractors, agents or other individuals authorized by you to access the Service (collectively, your “Authorized Users”).

(b) Trainual and/or its authorized vendor(s) retain physical control over the Service and only make it available for access and use by Customer and its Authorized Users over the internet through a web browser and/or mobile application. 

(c) Nothing in this Agreement or otherwise obligates Trainual to deliver or make available any copies of computer programs or code from the Software to you, whether in object or source code form. No license of intellectual property rights or software is granted (expressly or by implication) under this Agreement or otherwise.

1.2 Account and User Responsibilities

(a) To use the Service, you and your Authorized Users must register and provide accurate account information. You are solely responsible for maintaining the confidentiality of login credentials and for all usage and activity on your accounts, whether by you, your Authorized Users, or any third parties accessing through your credentials. You are responsible for use of the Service by your Authorized Users, as well as their compliance with this Agreement.

(b) You agree to notify Trainual immediately upon becoming aware of unauthorized access or use of the Service. Trainual is not liable for any loss or damage arising directly or indirectly from your failure to maintain account security or any unauthorized access of your account.

1.3 Service Modifications and Continuity

(a) Trainual may modify, suspend, or discontinue the Service in whole or in part at any time without liability to you or any other third party. However, Trainual will use commercially reasonable efforts to provide at least 60 days’ prior written notice (by email or by notification in your account) not to modify the Service to materially reduce or disable any core functionality, excluding modifications required by legal requirements, security considerations, and third-party dependencies and other matters beyond Trainual’s reasonable control.

(b) If Trainual modifies the Service in a manner that disables or materially reduces a core functionality of the Service, then within the 30-day period immediately following the commencement of such modification you may terminate your subscription and receive a prorated refund of prepaid, unused fees (as calculated by Trainual). Upon written request within 30 days after such a termination, Trainual will provide a one-time export of your written content in PDF format (excluding media files) at no additional charge.

1.4 Use of AI-Generated Content

The Service may include certain features that allow you to create or use AI-generated content based on inputs you provide. You acknowledge that:

• Generated output may not be unique to you.
• Other users may receive similar or identical content.
• Trainual maintains very limited control over AI-generated content. 
• Trainual disclaims and makes no warranty or representation regarding accuracy, completeness, correctness, reliability, ownership or noninfringement with respect to any AI-generated content.
• No AI-generated content should be relied upon as legal, financial or other provisional advice, and that you should consult a qualified professional before relying on any AI-generated content.  
• Any use of AI generated content is at your own risk.
• You retain any interest you may have in your inputs, but you will not have exclusive rights to any generated outputs.
• Trainual and its vendors may use de-identified and aggregated usage data to improve its AI models and service capabilities.

1.5 Third-Party Elements and Content

The Service may include integrations, features or content provided by third-parties services (“Third-Party Elements”), including but not limited to OpenAI. Third-Party Elements are made available by Trainual “as is”, “as available” and subject to the applicable third party’s terms of use. By using any Third-Party Element, you agree to comply with the applicable third-party’s terms of use, such as OpenAI’s terms available at https://openai.com/terms/. Trainual disclaims and makes no warranty or representation regarding accuracy, completeness, correctness, reliability, ownership or noninfringement with respect to any Third-Party Elements or any related content.

2. Subscription Term and Renewal

(a) Your right to use the Service commences on the date on which you subscribe for the Service and accept this Agreement, and continues for the duration of your Service subscription period(s) (including any renewals) (each term and renewal term, the “Term”).  

(b) Unless specifically otherwise agreed in writing, each Service subscription is for a period of one year.

(c) Except as otherwise specified, all Service subscription periods shall automatically renew for additional subscription periods equal to the expiring subscription period or one year (whichever is shorter), unless either party provides written notice of non-renewal to the other party at least 30 days before the end of the expiring subscription term.

(d) Trainual may offer pricing discounts for multi-year prepaid Service subscriptions; however, unless otherwise stated in a written agreement signed by you and Trainual, subscription periods renew annually and do not result in a multi-year renewal period.

3. Termination

(a) Trainual may terminate your Service subscription, effective upon written notice, if you breach any term of this Agreement and fail to cure such breach within fifteen (15) days of written notice. If a breach of this Agreement is not reasonably curable in Trainual’s determination (e.g., violates laws or intellectual property rights), then Trainual may terminate immediately.

(b) Trainual may also terminate your Service subscription without cause with 30 days’ prior written notice. In addition, Trainual may terminate this Agreement effective immediately if you become insolvent, if you file for bankruptcy, if a petition or bankruptcy is filed against you, if you make an assignment for the benefit of creditors, or if a receiver or trustee is appointed over your assets.

(c) You may terminate your Service subscription by submitting a cancellation request through the Trainual admin portal in your Service account, subject to the terms of this Agreement regarding the timing and effectiveness of any such termination. If you are unable to access your Service account, you may submit a cancellation by email through support@trainual.com. Cancellation of any Service subscription will be effective at the end of your Service subscription period then in effect. For example, cancellation of a one-year Service subscription will be effective at the end of the one-year Service subscription period. Unless otherwise specifically provided in this Agreement, all fees are non-refundable and no partial refunds will be issued, including with respect to any remaining portion of the Service subscription period in effect at the time of any cancellation request.

(d) During your Service subscription, you may download your written Service account content in PDF format (excluding media files) through your Service account. Upon written request within 30 days after you no longer have an active Service subscription in effect, Trainual will provide a one-time export of your written content in PDF format (excluding media files). After this 30-day period, Trainual will delete your content unless legally required to retain it.

(e) Trainual may suspend, downgrade, or terminate your access to the Service without prior notice and without liability if: (1) Trainual reasonably believes that you have violated any of the terms and conditions of this Agreement, or (2) you fail to pay any amount owed to Trainual when due.  

4. Software Usage Rights and Restrictions; Service Levels

4.1 Permitted Use and Restrictions

(a) You agree only to use the Trainual Service in compliance with all applicable laws, and only for lawful internal business purposes. 

(b) You agree not to, and not to permit others to:

• Use the Service in a manner that violates any applicable local, state, national or international laws, rules or regulations.
• Use the Service to upload, transmit or distribute unlawful, defamatory, harassing, abusive, fraudulent, obscene, or harmful content, including viruses or malware.
• Use the Service for any fraudulent, deceptive, or inappropriate purpose.
• Misrepresent AI-generated content as human-authored when disclosure of AI generation is required by laws, rules or regulations.
• Attempt to reverse engineer, decompile, hack, delete, augment, alter, disassemble or interfere with the Software or any other element of the Service.
• Make any copies or derivative works of, reproduce or exploit the Service without the written permission of Trainual.
• Resell, distribute, sublicense, lease, rent or otherwise exploit the Service, or use the Service for developing or offering a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademarks, patent or copyright notices, confidentiality or proprietary legends, or other notices or markings within the Service 
• Use automated tools (e.g. bots, scrapers) to extract content from any part of the Service.
• Use the Service to build or support a competing product or service.
• Publish offensive or objectionable content through any Trainual-managed channels.

4.2 Service Levels and Support

• (a) Trainual will provide its basic support for the Service to you at no additional charge, and/or upgraded support if purchased separately.(b) Trainual will use commercially reasonable efforts to make the Service available 99.9% of the time during each calendar month during your Service subscription period (the “Availability Commitment”), 24 hours a day, 7 days a week, except for (a) planned downtime (which Trainual will schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday, Pacific Time), and (b) any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet service provider failures or delays, or denial of service attacks.  The Service is deemed “available” if the Service may be accessed by Customer over the internet. The Service will not be considered “unavailable” due to failures of the internet or the Customer’s network or due to any suspension of Service by Trainual as permitted in this Agreement.

(c) If the Service’s total “availability” based on the foregoing is less than the Availability Commitment, and Customer provides written notice to Trainual within 10 days of the end of the applicable calendar month, then Trainual will provide a Service credit equal to one (1) day of your relevant Service subscription fees (the “Credit”). The total Credit will not exceed 30% of the applicable Service subscription fees for the applicable month. This is your sole remedy in connection with any service availability issues.

5. Payment Terms

5.1 Billing Terms

(a) You agree to pay the Service fees selected by you in your initial Service subscription, and as otherwise set forth in this Agreement. ALL FEES ARE NON-REFUNDABLE. 

(b) Unless otherwise stated in writing by Trainual, all Service subscriptions are subscription period of one year, and the Service subscription fees for each one-year subscription period must be fully prepaid in advance.

(c) Trainual may from time to time offer alternate billing schedules (e.g., quarterly or monthly) at its sole discretion. These alternate billing schedules may be subject to additional fees and may not be available to all customers or plan types. For the avoidance of doubt, a quarterly or monthly billing schedule does not reduce the standard one-year subscription period to a quarterly or monthly subscription period. 

5.2 Billing and Credit Card Authorization

(a) From the commencement of your initial subscription for the Service and for the duration of your Service subscription, you agree to designate and maintain valid payment method in your Service account. You hereby authorize Trainual to automatically charge your designated payment method for all Service fees, as selected during your initial subscription for the Service and as set forth in this Agreement, without any further authorization from you. You agree to provide a valid payment method at the time of registration. Trainual will automatically charge your designated payment method based on your selected billing cycle:

(b) If your payment method fails, Trainual may suspend access to the Service until payment is received and an updated valid payment method has been provided.

(c) No refunds or credits will be issued for unused periods of subscribed service or unused purchased features.

5.3 Taxes

All Service fees are exclusive of applicable sales, use, excise, gross receipts, or similar taxes or duties imposed by governmental authorities. You are solely responsible for all such taxes or duties arising from the use of the Service.

5.4 Pricing Adjustments

(a) Trainual may change its Service pricing or introduce additional fees at any time, but will use commercially reasonable efforts to provide prior notice. Unless otherwise agreed in a written agreement, except with respect to Mid-Term Adjustments (defined below) and Trial Offerings (defined below), any pricing adjustments shall take effect prospectively upon the next renewal of your Service subscription. If you do not agree to any such pricing adjustment, you must terminate your Service subscription at the end of your then-current Service subscription period in accordance Section 3(c).

(b) On an extraordinary basis, Trainual may impose Service pricing or introduce additional fees at any time in connection with changes in applicable taxes, third party fees or expenses, or legal or regulatory developments that materially increase Trainual’s costs (“Mid-Term Adjustments”). Mid-Term Adjustments will take effect prospectively on any date specified in a written notice to you of such Mid-Term Adjustment, and can take effect prior to the next renewal of your Service subscription period. If you do not agree to such Mid-Term Adjustment, then by written notice of termination to Trainual by email at support@trainual.com prior to the effective date of the Mid-Term Adjustment, you can immediately terminate your Service subscription, and lose any right to continue accessing or using the Service and all fees previously paid with respect to the terminated portion of your Service subscription period.

(c) In all cases, your continued use of the Service is deemed to confirm your agreement with respect to any Mid-Term Adjustment or other pricing adjustment.

5.5 Plan Changes and Legacy Migrations

(a) From time to time upon written notice to you, Trainual may modify, restructure, or discontinue its Service plans, product tiers, or bundled features (collectively, “Plans”), or introduce usage limits on certain Plans. If you are subscribed for an affected Plan, Trainual may transition your Service subscription to a new Plan that Trainual determines to reasonably correspond with your prior Plan.  Any such transition will be effective from a date set forth in a written notice to you regarding the Plan transition. 

(b) If you are transitioned by Trainual to a new Plan that has a higher cost than your prior Plan, on the effective date of the transition you will be immediately charged a pro-rated amount based on the difference in pricing and the remaining portion of your then-current subscription period. If you do not agree to the specified Plan transition, you can either (i) elect, by written notice to Trainual at support@trainual.com, to transition to a different Plan made generally available by Trainual to new customers after the designated transition date (and, if such different Plan that has a higher cost than your prior Plan, be immediately charged a pro-rated amount based on the difference in pricing and the remaining portion of your then-current subscription period) or (ii) you can immediately terminate your Service subscription by email at support@trainual.com, and lose any right to continue accessing or using the Service and all fees previously paid with respect to the terminated portion of your Service subscription period.

(c) If you are transitioned by Trainual to a new Plan that has a lower cost than your prior Plan, you will not be entitled to any credit or refund with respect to the difference in pricing.

(d) In all cases, your continued use of the Service is deemed to confirm your agreement with respect to any Plan transition by Trainual.

5.6 Add-Ons

From time to time, you may upgrade your Service plan and add optional features, functionalities, enhancements, or increased Authorized User limits for your Service plan (“Add-Ons”). Upon any such Service plan upgrade and/or addition of any Add-On to your Service, (i) your then-current subscription period will remain unchanged, and (ii) you will be immediately charged a pro-rated amount for such Service plan upgrade and/or Add-On based on the remaining portion of your then-current subscription period. We reserve the right to discontinue or remove the availability of any Add-On at any time upon written notice. If we discontinue or remove the availability of any Add-On for which you have paid with respect to your Service plan, then we will issue a pro-rated credit for such Add-On based on the remaining portion of your then-current subscription period for which you have paid for such Add-On.

5.7 Trial Offerings

Certain features and functionalities may be offered within the Service on a trial or similar basis without charge (“Trial Offerings”), and Trainual reserves the right to discontinue any Trial Offerings at any time with or without notice, or to commence charging for any continued use of any such Trial Offering.

5.8 Customer Cancellations and Downgrades

You do not have the right to terminate, cancel or downgrade your Service plan or terminate, cancel or reduce any Add-On prior to the end of your then-current subscription period. Any attempt to terminate, cancel or downgrade will only be effective at the end of your then-current subscription period, and will not result in any refund to you of any amount previously paid to Trainual. To terminate, cancel, reduce or downgrade your Service plan or any Add-On at the end of your then-current subscription period, you must do so by logging into your Trainual account and submitting a cancellation request at least 30 days prior to the end of your then-current subscription period. If you are unable to access your Service account, you may submit a cancellation request by email through support@trainual.com.

5.9 Disputed Charges

You must notify Trainual in writing of any billing disputes within 30 days of the disputed charge. After that period, charges are deemed accepted. If you file a dispute with your credit card provider, Trainual cannot process a refund unless the dispute is canceled. Trainual reserves the right to suspend or terminate your Service account in the event that you dispute any charge.

6. Implementation Services and Partner Programs

6.1 Required Implementation

You acknowledge that effective onboarding, configuration and usage of the Service requires you to use an implementation solution. Upon purchasing a Service subscription, you agree to select and complete one of the two following implementation offerings, or another implementation solution approved in writing by Trainual:

• “Done-With-You” Implementation: A guided onboarding experience delivered by one or more of Trainual’s internal implementation specialists. This implementation solution includes access to setup consultations, training resources, and milestone support checkpoints. A one-time implementation fee, as identified by Trainual at the time of your purchase, is charged by Trainual for this implementation solution.
• “Done-For-You” Implementation (via Certified Partners): A premium implementation option delivered by third-party consultants within Trainual’s network of “Certified Partners”. These third-party consultants offer customized setup and content migration services under a separate package purchased through Trainual.

6.2 Third-Party Consultant and Certified Partner Disclaimer

(a) Trainual facilitates the connection between customers and Certified Partners, but Trainual does not supervise, control, or guarantee the work product, availability, or service levels of any third-party consultant or Certified Partner. Your engagement with a Certified Partner constitutes a separate service agreement between you and that Certified Partner, and Trainual is not a party to such agreement and is not responsible or liable for the Certified Partner or any performance or obligations under such agreement.

(b) Trainual is not liable for any acts, omissions, performance issues, or disputes arising from or related to services provided by third-party consultants, including without limitation any Certified Partners. While Trainual may assist in the coordination and packaging of implementation services, Trainual does not guarantee and disclaims any responsibility for any results, sufficiency, satisfaction of any implementation services. Trainual is not liable for any breach of contract or other performance issue between you and any third-party consultant, including without limitation any Certified Partner.

6.3 Fees and Payment

Implementation fees are non-refundable. Certified Partner pricing may vary. Trainual reserves the right to update implementation pricing and Certified Partner availability at any time at its sole discretion.

7. Affiliate Terms (if applicable)

(a) If you participate in Trainual’s affiliate program (if applicable, an “Affiliate”), this section applies in addition to all other terms of this Agreement. Your participation is subject to Trainual’s written approval and may be governed by additional “Affiliate Program Terms” as may be published by Trainual from time to time. In the event of any conflict, additional Affiliate Program Terms will govern and control over this Section.

(b) As an Affiliate, you agree that you will:

• Not make unauthorized representations or warranties about Trainual or the Service.
• Comply with the usage restrictions provided in Section 4.1 above.
• Not engage, directly or indirectly, in spam or promotional tactics that violate applicable laws, including the use of coupon or discounting websites.
• Not register for a Trainual account through your own Affiliate link.
• Not promote your Affiliate link through Trainual’s owned or sponsored posts, comments, or content.
• Not use paid advertising (e.g., Google Ads, Meta Ads) to drive traffic to your Affiliate link.
• Only publish your Affiliate link on websites or platforms you own or control.

(c) If an Affiliate does not generate at least one (1) new qualified referral within any consecutive twelve (12) month period, Affiliate shall be deemed inactive. Upon becoming inactive, Affiliate's right to receive any further commissions, including recurring commissions from previously referred customers, shall automatically terminate and all unpaid recurring commissions shall be forfeited.

(d) Trainual may suspend or terminate your Affiliate status at any time, with or without notice, for any reason, including without limitation any breach of the obligations above or conduct deemed harmful to the brand.

(e) Upon termination of your Affiliate status, you must immediately:

• Cease use of Trainual’s trademarks, logos, or branding;
• Stop promoting or sharing your Affiliate link;
• Forfeit any unpaid commissions as of the termination date; and
• Return or delete any confidential or proprietary information obtained through the program.

(f) Trainual reserves the right to update its Affiliate terms and policies at any time, and to adopt separate Affiliate Program Terms governing eligibility, commissions, disclosures, conduct, and other Affiliate matters.

8. Intellectual Property Rights and Data

8.1 Ownership of Software and Intellectual Property

Trainual owns and retains all rights, title, and interest in and to the Service and the Software, and all modifications and/or enhancements to the Software, including all related intellectual property rights. These rights are protected by U.S. and international intellectual property laws. All rights not expressly granted in this Agreement are reserved by Trainual.

8.2 Customer Data and Content

You retain any and all rights you may have to any data, content, or information that you upload to your Service account (“Customer Data”), such as documents, written content, training modules, videos, and other materials.

8.3 Custom Deliverables

From time to time, you may engage Trainual for custom development of certain materials or content (e.g., documents, designs, workflows, documentation) the deliverables (“Custom Deliverables”).  Trainual will grant you a license to the Custom Deliverables for internal use during your Service subscription periods. Trainual retains ownership of and all use rights for intellectual property rights with respect to Custom Deliverables, except for any of your Customer Data incorporated into the Custom Deliverables.  A separate written agreement between you and Trainual may apply with respect to the development and delivery of Custom Deliverables.  

8.4 Feedback and Suggestions

If you provide any feedback, feature ideas, improvement or other suggestions to Trainual, you hereby grant Trainual a worldwide, irrevocable, transferable, sublicensable, perpetual, and royalty-free license to use, modify, distribute, and otherwise exploit that feedback at Trainual sole discretion, without restriction or compensation of any kind. This helps Trainual improve the platform for all users.

8.5 Aggregated and Machine Learning Data

(a) Trainual may collect, retain and use your transactional, usage, performance and other data and metadata (e.g., usage behavior, performance metrics, click patterns) to improve the Service, the Software, and artificial intelligence algorithms and machine learning models associated with the Software and Service.  

(b) You acknowledge and agree that Trainual owns and all right, title and interest to anonymized or de-identified and aggregated customer information collected or generated by Trainual (“Aggregated Data”). Trainual may freely use Aggregated Data for any business purpose, including but not limited to:

• Maintenance, improvement and analysis of the Software and the Service, including related, analytics, reporting, and optimization;
• Improvement of Service features and training associated artificial intelligence algorithms and machine learning models;
• Development, distribution and publication of market research and benchmarking;
• Identification, prevention, and resolution of threats, vulnerabilities, malicious attacks, unwanted content and other networking issues by Trainual and its licensors and partners; and
• Complying with legal or contractual requirements.

8.6 API Usage

If you access or integrate with the Service through an API provided by Trainual, you must design and use efficient integrations that do not generate excessive or abusive request volumes. Trainual reserves the right to monitor usage and suspend or terminate your API connections and/or Service account if your usage adversely affects the Service’s performance or violates this Agreement.

9. Publicity

(a) Unless otherwise agreed in writing by Trainual, you agree that Trainual may identify you as a customer and use your company name in its non-public customer lists, sales materials, investor presentations, and other internal business communications.

(b) Unless you have opted out by written notice to Trainual at support@trainual.com, which you may do at any time, you further grant Trainual the right to use your name and company logo in Trainual’s public marketing materials and on website.

10. Warranties and Liability

10.1 Limited Warranties

Trainual represents and warrants that:

• Trainual possesses all rights necessary to grant you the rights provided in this Agreement; and
• The Software and Service will function substantially as described in Trainual’s published documentation.

10.2 Disclaimer of Warranties

(a) EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SERVICE AND SOFTWARE AND ANY OTHER SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. TRAINUAL DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR NON-INTERFERENCE.  NO WARRANTY IS MADE BY TRAINUAL ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. 

(b) Trainual does not warrant that the Services will be uninterrupted or error-free.  Trainual is not responsible for the operation of the internet, any hardware, software, content, or other elements provided by third parties, damages that result from downloading any content through the Service, or the failure of any networks used in connection with the Service.

(c) Trainual disclaims and makes no warranty or representation regarding accuracy, completeness, correctness, reliability, ownership or noninfringement with respect to any AI-generated content or any third-party content available through the Service.

10.3 Limitation of Liability

(a) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR LOSS OF BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) EXCEPT FOR CLAIMS ARISING FROM INDEMNIFICATION, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO TRAINUAL DURING THE ONE (1) YEAR PRECEDING THE EVENT GIVING RISE TO LIABILITY.

(c) THE ABOVE LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF ANY OTHER REMEDY.

11. Indemnification

(a) You agree to indemnify, defend, and hold harmless Trainual and its affiliates, officers, directors, employees, and agents (collectively, the “Indemnitees”) from and against any third-party claims, suits, demands, losses, damages, liabilities, or expenses (including reasonable attorneys’ fees) arising from or related to:

• any use of the Service in violation of this Agreement by you or your Authorized Users;
• any content or data submitted by you or your Authorized Users; or
• any violation of applicable laws, regulations, or third-party rights by you or your Authorized Users.

12. Governing Law and Jurisdiction

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles and excluding application of the United Nations Convention on Contracts for the International Sale of Goods.

(b) Any legal action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Phoenix, Maricopa County, Arizona. Each party consents to the personal jurisdiction and venue of such courts and waives any objection to such jurisdiction based on forum non conveniens or otherwise.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT.

13. Compliance with Laws and Control Disclaimer

13.1 Mutual Compliance

Each party represents and warrants to the other party that it will comply in all material respects with all applicable laws, rules, and regulations relevant to its performance under this Agreement.

13.2 Customer Responsibility for Use

You are solely responsible for configuring and using your Service account in a manner that complies with applicable laws and your own internal policies. This includes, but is not limited to, laws relating to data privacy, recordkeeping, and employee communications.

13.3 No Legal or Other Professional Advice

Trainual does not provide legal, accounting, financial, investing, or other professional advice. Any documentation, templates, or other content generated by or made available in or through the Service—including without limitation AI-assisted features—are for informational purposes only and should not be relied upon as being legally compliant, accurate, complete, correct, appropriate or noninfringing. You should work with your own legal, accounting and other professional advisors for matters relating to legal compliance, employment practices, or regulatory requirements in your jurisdiction and based on your specific circumstances.

13.4 Employment Practices and Uploaded Content

You acknowledge that Trainual exercises no control over your human resources policies, procedures, or decisions—including those related to employment, hiring, promotion, termination, or compensation. You are solely responsible for any outcomes resulting from your use of the Service. Trainual disclaims all liability arising from your employment decisions or from any harmful, unlawful, or inappropriate data or content uploaded to your Service account.

14. Compliance with Export Controls and Sanctions

14.1 Export Control Compliance Obligation

You agree that your access to and use of the Service is subject to compliance with applicable export control and trade sanctions laws, rules, and regulations of the United States and any other relevant jurisdiction (collectively, “Export Control Laws”). This includes regulations administered by the U.S. Department of Commerce, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), and other U.S. and foreign authorities. You are solely responsible for ensuring that your use of the Service complies with all Export Control Laws, as they may be amended from time to time.

14.2 Prohibited Use Cases and Regions

You may not cause or allow the Service (including the Software and any content) to be accessed, used, downloaded, exported, re-exported, or transferred directly or indirectly:

• Into, within, or to any country or region subject to comprehensive U.S. government sanctions (including Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, and the so-called Donetsk People’s Republic (DNR) and Luhansk People’s Republic (LNR)) (as applicable, the “Sanctioned Regions”);
• On behalf of, for the benefit of, or to any citizen or resident of a Sanctioned Region, unless specifically exempted by U.S. Export Control Laws;
• On behalf of, for the benefit of, or in collaboration with any individual or entity listed on any U.S. government sanctions list, including OFAC’s List of Specially Designated Nationals and Blocked Persons (SDN List), or any person or entity controlled or owned 50% or more by such listed persons;
• In any other manner that would violate any U.S. sanctions, embargos, prohibitions or restrictions.

You may not use the Service to transfer, disclose, download, export, re-export or transmit, directly or indirectly, any content or materials to any country, entity or person in violation of Export Control Laws.

14.3 Enforcement and Suspension

If Trainual determines, in its sole discretion, that your use of the Service violates applicable Export Control Laws or other sanctions or restrictions, then Trainual may immediately suspend or terminate your access to the Service, your account, or your subscription, without prior notice or liability.

15. Entire Agreement; Amendments; Miscellaneous

15.1 Notices

All notices under this Agreement must be in writing and will be deemed delivered: (i) when sent by email to the designated contact with confirmation of delivery, (ii) when posted by notification in your Service account, or (iii) three business days after being sent by certified mail to the party’s last known business address.

15.2 Entire Agreement

This Agreement (together with the applicable written Service plan identified provided by Trainual at the time of your subscription for the Service) constitutes the entire agreement between you and Trainual and supersedes all prior and contemporaneous agreements, proposals, or communications, whether oral or written, relating to the subject matter hereof.

15.3 Amendments

Trainual may update or modify this Agreement at its sole discretion at any time. Such changes, modifications, additions or deletions shall be effective immediately upon notice to you, which may be given by any means including, but not limited to, posting on the Trainual website, or by electronic or conventional mail, or by any other means by which Customer obtains notice thereof. Continued use of the Service after any such update or modification to the Agreement shall constitute your agreement and consent to such changes. Unless explicitly stated otherwise, any new features that enhance or augment the current Service shall be subject to this Agreement.

15.4 Assignment

You may not assign or transfer any rights or interest your Service subscription or this Agreement without Trainual’s prior written consent. Trainual may freely assign this Agreement in connection with any merger, acquisition, corporate reorganization, or sale of substantially all its assets.

15.5 Severability

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable in any jurisdiction, the remaining provisions will remain in full force and effect.

15.6 Survival

Provisions that will survive any termination or expiration of your subscription or this Agreement include the following: Section 5 (Payment Obligations), Section 8 (Intellectual Property Rights and Data), Section 10 (Warranties and Liability), Section 11 (Indemnification), and Section 12 (Governing Law and Jurisdiction).

16. Waiver

Any failure by Trainual to enforce any provision of this Agreement shall not be deemed a waiver of its right to do so later. A waiver of any right under this Agreement will be effective only if in writing and signed by an authorized representative of Trainual.

17. Copyright and DMCA Compliance

We take claims of copyright infringement seriously. If you believe that your intellectual property rights have been infringed by content on the Trainual platform, you may submit a notice in accordance with the Digital Millennium Copyright Act (DMCA) to the address below:

Trainual, Inc.
410 South Mill Avenue, Suite 101
Tempe, AZ 85281
Attn: Copyright Agent

In accordance with the DMCA, your notice must include all of the following:

1. A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work claimed to have been infringed;
3. Identification of the infringing material, in a manner sufficient to allow us to locate the material;
4. Your full name, mailing address, telephone number, and email address;
5. A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. A statement made under penalty of perjury that the information in the notice is accurate and that you are the copyright owner or authorized to act on their behalf.

Trainual reserves the right to remove allegedly infringing content and terminate accounts of repeat infringers.