Terms and Condition

1. Acceptance of Terms

These Terms of Use ('Terms') govern your access to and use of the TraineryXChange website located at traineryxchange.com, the TraineryLMS platform, the content marketplace, and all related services, features, and functionality (collectively, the 'Platform') provided by Trainery One LLC d/b/a ('TraineryXChange,' 'we,' 'us,' or 'our'), a company incorporated in North Carolina, United States.

By accessing or using the Platform, clicking 'I Agree,' creating an account, or otherwise manifesting your assent to these Terms, you ('Customer,' 'User,' or 'you') agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you must not access or use the Platform. We reserve the right to update these Terms at any time. We will notify registered users of material changes by email or by posting a notice on the Platform. Your continued use of the Platform following notice of changes constitutes acceptance of those changes.

2. Definitions

For purposes of these Terms, the following definitions apply:

'Content' means all training courses, modules, videos, assessments, certifications, learning paths, and related materials available on or through the Platform, whether provided by TraineryXChange or third-party content publishers.

'Customer' means any organization or entity that has entered into a subscription, license, or other commercial agreement with TraineryXChange for access to the Platform.

'User' means any individual who accesses or uses the Platform, including administrators, managers, and learners authorized by a Customer.

'LMS' means a Learning Management System, including TraineryLMS or any third-party system integrated with the Platform via LTI or other standard.

'License Term' means the period during which a Customer is authorized to access licensed Content under a valid subscription or purchase order.

'Publisher' means any third-party content creator, author, or provider whose training courses are made available through the Platform.

'Services' means all features, tools, integrations, and support offered through or in connection with the Platform.

3. Account Registration and Responsibilities

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@traineryxchange.com. TraineryXChange will not be liable for any loss arising from unauthorized access resulting from your failure to safeguard your credentials.

3.3 Authorized Users

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.

3.4 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.

4. Platform Access and Licenses

4.1 License Grant

Subject to payment of applicable fees and compliance with these Terms, TraineryXChange grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform and licensed Content during the applicable License Term solely for your internal business purposes.

4.2 Content Licensing Models

TraineryXChange offers Content access under several licensing models, including but not limited to:

• Per-User Licensing: Access granted per named or concurrent user seat for a defined License Term.
• Course Bundle Licensing: Access to a pre-defined collection of courses for a defined group of users.
• Enterprise Unlimited: Unlimited access to the full Content library for all users within a Customer's organization for the License Term.
• White-Label Licensing: Access enabling Customers to deliver Content under their own brand, subject to a separate white-label agreement.

The specific terms of your license, including scope, duration, and permitted use, are set forth in your Order Form, subscription agreement, or Sales Order. In the event of a conflict between these Terms and a signed Order Form, the Order Form shall prevail.

4.3 LTI and Third-Party LMS Integration

If you integrate the Platform with a third-party LMS via LTI or other integration method, you are responsible for ensuring your LMS configuration complies with TraineryXChange's technical specifications. TraineryXChange is not responsible for any failures, data loss, or service interruptions caused by third-party systems.

4.4 Restrictions

You agree not to:

• Copy, reproduce, distribute, publicly display, or create derivative works from any Content without prior written authorization from TraineryXChange.
• Sublicense, resell, rent, lease, transfer, or otherwise commercially exploit the Platform or Content to third parties, except as expressly permitted under a 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 or Content.
• 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.

5. Content and Publishers

5.1 Third-Party Content

The Platform provides access to training Content produced by third-party Publishers. TraineryXChange curates and reviews Content for quality and compliance alignment; however, we do not guarantee the accuracy, completeness, currency, or fitness for a particular purpose of any third-party Content. Customers are responsible for evaluating Content for their specific compliance, regulatory, and training needs.

5.2 Content Updates and Availability

The Platform provides access to training Content produced by third-party Publishers. TraineryXChange curates and reviews Content for quality and compliance alignment; however, we do not guarantee the accuracy, completeness, currency, or fitness for a particular purpose of any third-party Content. Customers are responsible for evaluating Content for their specific compliance, regulatory, and training needs.

5.3 Customer-Uploaded Content

Where the Platform permits Customers to upload proprietary or custom 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. You grant TraineryXChange a limited, non-exclusive license to host, store, and deliver your uploaded content solely for the purpose of providing the Services to you.

5.4 Content Partner Obligations

If you are a Publisher or Content Partner accessing the Platform to distribute training content, your rights and obligations are governed by the separate Content Partner Agreement. In the event of a conflict, the Content Partner Agreement controls.

6. Payment, Billing, and Subscription Terms

6.1 Fees

Access to the Platform requires payment of fees as set forth in your applicable Order Form, subscription plan, or pricing page. 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@traineryxchange.com.

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 law, whichever is lower) on the outstanding balance. TraineryXChange 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 TraineryXChange'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@traineryxchange.com within thirty (30) days of the charge.

7. Intellectual Property

7.1 TraineryXChange Property

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

7.2 Customer Property

You retain all ownership rights to content you upload to the Platform and to your organization's data. You grant TraineryXChange a limited license to process, host, and use your data and content solely to provide the Services.

7.3 Feedback

If you provide suggestions, ideas, or other feedback regarding the Platform ('Feedback'), you grant TraineryXChange 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 DMCA / Copyright Infringement

If you believe that Content on the Platform infringes your copyright, please send a written notice to support@traineryxchange.com 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).

8. Data and Privacy

Your use of the Platform is subject to our Privacy Policy, available at traineryxchange.com/privacy-policy, which is incorporated into these Terms by reference. By using the Platform, you consent to our collection and use of data as described in the Privacy Policy.

For enterprise Customers, we offer a Data Processing Addendum (DPA) covering our obligations as a data processor. Please contact support@traineryxchange.com to request a DPA.

9. Confidentiality

Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent. 'Confidential Information' means any non-public information disclosed by one party to the other that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this agreement; (b) is lawfully received from a third party without restriction; (c) was already known to the receiving party; or (d) is required to be disclosed by law or court order, provided the disclosing party receives prompt written notice.

10. Warranties and Disclaimers

10.1 Platform Warranty

TraineryXChange 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 data.

10.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, THE PLATFORM AND ALL CONTENT ARE PROVIDED 'AS IS' AND 'AS AVAILABLE' WITHOUT WARRANTY OF ANY KIND. TRAINERYXCHANGE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TRAINERYXCHANGE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS.

No statement made by any TraineryXChange representative, whether oral or written, creates any warranty beyond those expressly stated in these Terms.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRAINERYXCHANGE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM, EVEN IF TRAINERYXCHANGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TRAINERYXCHANGE'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO TRAINERYXCHANGE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE HUNDRED US DOLLARS ($100).

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages. In such jurisdictions, the limitations above apply to the maximum extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless TraineryXChange and its officers, directors, employees, agents, and successors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of these Terms; (b) your use of the Platform in violation of applicable law; (c) your uploaded content or data; (d) any claim that your use of the Platform infringes the rights of a third party; or (e) any negligent or willful misconduct by you or your users.

13. Term and Termination

14. Governing Law and Dispute Resolution

15. General Provisions