The following Terms of Service (“Terms of Service“) as set forth by S/P2, a division of U, Inc. (“S/P2“), are entered into and agreed upon by the licensee (“Licensee“). Each time Licensee accesses or uses S/P2’s software, services, training, content, data, resumes, websites, and/or apps (collectively, the “Services”) including, but not limited to S/P2 Training and S/P2 Careers, Licensee represents that Licensee has read and understands the Privacy Policy; and that Licensee is agreeing to the Terms of Service then in effect.

  1. License. S/P2 hereby grants Licensee a non-exclusive, non-transferable license (“License”) to use the Services to which Licensee has purchased subscription access to and/or been given access to by S/P2. This License is not a sale. The Services are intended for Licensee’s business use only, and may not be resold or used in any other way without express written consent from S/P2.
  2. Obligations of Licensee.

    1. Licensee agrees to pay all charges related to Licensee’s subscription(s) to the Services.
    2. Licensee agrees to abide by all terms as described below relating to the License that Licensee has received.
    3. S/P2 provides multiple types of licenses to the Services.
      1. Site Licenses: If Licensee has purchased a site License for a facility or school (a “Location”), Licensee agrees to restrict access to only those individuals at that Location. Businesses or schools with multiple campuses or facilities must purchase a separate site License for each Location to which Licensee wants users to have access to the Services. Providing access to individuals at multiple Locations within one site License is a violation of the site License and these Terms of Service.
      2. User Licenses: If Licensee has purchased or receives a user License, that License allows a single user to access the Services. Licensee agrees that a user License shall be for one specific individual and recognizes that sharing a user License between multiple users is a violation of the user License and these Terms of Service.
    4. Licensee shall protect the Services against access by persons not authorized to use it pursuant to this License.
  3. Intellectual Property Rights.
    1. S/P2 shall have and retain sole ownership of all its intangible legal rights or interests evidenced by or embodied in (a) any idea, design, concept, technique, invention, discovery or improvement, regardless of patentability, but including patents, patent applications, trade secrets and know-how; (b) any work of authorship, regardless of ability to copyright, but including copyrights and any moral rights recognized by law; (c) any trademark, trade name, trade secret, service mark; and (d) any other similar rights, in each case, on a worldwide basis (“Intellectual Property Rights”).
    2. Licensee shall not copy, reverse engineer, disassemble, decompile, translate, or modify the Services or any of S/P2’s Intellectual Property Rights, or grant any other person or entity the right to do so.
    3. This section shall remain in effect after expiration or termination of the License.
  4. Refunds. A refund of the purchase price shall be granted to a Licensee up to thirty (30) days from the date of purchase, provided there has been NO USAGE or ATTEMPTS OF USAGE of the Services by the Licensee during this period.
  5. Term and Termination. This License is effective for the period of time dictated by the purchase. Upon expiration of Licensee’s access to the Services and/or termination, Licensee will no longer be provided with access to the Services via online delivery or other means. This License will terminate immediately, with or without notice from S/P2, if Licensee fails to comply with any provision of this License.
  6. Content and Information Provided. S/P2 believes that the information in any courses, resources, materials, and other content provided by S/P2 is correct and accurate as of the date posted and has no reason to believe otherwise. However, S/P2 does not guarantee the correctness or accuracy of the information and will not be responsible for incorrect or inaccurate information or any damage or loss suffered by any person as a result of reliance on such information by any person. The information presented may relate to safety, environmental, human resources, and/or labor regulations of the Federal government. State laws, regulations, rulings and/or local ordinances may apply in lieu of, or in addition to, the Federal rules and should be reviewed before taking any action as a result of this information.
  7. Sharing of Information by S/P2. Licensee acknowledges that it fully understands the Privacy Policy, and that in some situations S/P2 may disclose to a third-party certain general information regarding Licensee’s status with the Services. S/P2 may be required to share information with an organization that you have a specific relationship with, such as a parent company, a school or school district that you belong to, an organization with which you are employed or have a specific relationship with, or an insurance company that you are to provide proof of training to. Licensee expressly acknowledges that S/P2 has the right to do so, and if there are any concerns that an organization is receiving information they should not have access to, Licensee will contact S/P2 support staff immediately. This section shall remain in effect after expiration or termination of the License.
  8. S/P2 Careers. If Licensee is using S/P2 Careers:
    1. If Licensee is a candidate posting his or her resume or other personally identifiable information, Licensee has read and agrees to the Privacy Policy, and agrees that Licensee’s resume and personal information may be shared on S/P2 Careers to give Licensee access to potential career opportunities.
    2. If Licensee is using S/P2 Careers to gain access to candidates for recruiting or related purposes, Licensee agrees to:
      1. Use the candidate’s information solely in connection with the purpose of recruiting candidates for employment or educational purposes.
      2. Refrain from allowing access to candidate information to any organizations other than its own.
      3. Keep all candidate information confidential using at least the same precautions and standard of care which a reasonable person would use to safeguard proprietary information of its own and its other clients.
    3. This section shall remain in effect after expiration or termination of the License.
  9. DISCLAIMERS. Licensee expressly acknowledges and agrees that the use of the Services is at Licensee’s sole risk. The Services, documentation, and technical support are provided “AS IS” and without warranty of any kind. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, S/P2 AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. S/P2 DOES NOT WARRANT THAT THE INFORMATION CONTAINED IN THE SERVICES WILL MEET LICENSEE’S REQUIREMENTS, OR THAT THE OPERATION AND/OR DELIVERY OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. FURTHERMORE, S/P2 DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
  10. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL S/P2, ITS AFFILIATES, OR THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO LICENSEE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, EVEN IF S/P2 OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE FURTHER AGREES THAT IN NO EVENT SHALL S/P2’S TOTAL LIABILITY TO LICENSEE FOR ANY DAMAGES, LOSSES, COSTS, EXPENSES OR OTHER CHARGES, REGARDLESS OF THE ORIGIN OF LICENSEE’S CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EXCEED THE AMOUNT PAID BY LICENSEE TO S/P2 DURING THE PRIOR 12 MONTHS.
  11. Force Majeure. In the event S/P2 is unable to perform its obligations hereunder as a result of any contingency which is beyond S/P2’s reasonable control (such as any act of God, war, riot, national emergency, terrorist act, general embargo, fire, casualty, equipment failure, failure by a third party, flood, earthquake or other similar occurrence, or failure or slow speed of the Internet) (each, a “Force Majeure Event”), S/P2 shall be excused from its inability to perform their obligations hereunder, but only to the extent and for the duration of the Force Majeure Event in question, and shall resume performance hereunder as soon as reasonably practicable following such an occurrence.
  12. Invalidity. The invalidity or unenforceability of any provision of these Terms of Service shall not affect the validity or enforceability of any other provisions of these Terms of Service, all of which shall remain in full force and effect.
  13. Governing Law; Venue. This License and these Terms of Service shall be governed by and shall be construed, interpreted and enforced in accordance with the laws of the State of Kansas, without reference to principles of conflicts of law. The parties agree that the sole and exclusive venue for any and all disputes arising hereunder shall be in any court located in Johnson County, Kansas. The parties hereby irrevocably consent to the jurisdiction of the appropriate court in Johnson County, Kansas. The parties irrevocably submit and consent, and irrevocably waive any and all objections which any party may now or hereafter have, to process being served in any such suit, action or proceeding referred to in the preceding subsection pursuant to the rules of the applicable court, including, without limitation, service by certified or registered mail, return receipt requested.
  14. No Waiver or Assignment. No delay or failure to take action under this License or these Terms of Service will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of S/P2, and no single waiver will constitute a continuing or subsequent waiver. This License may not be assigned, sublicensed or otherwise transferred by Licensee, by operation of law or otherwise; PROVIDED HOWEVER that Licensee may assign this License upon written notice to S/P2 in instances in which such assignment is to an entity which acquires all or substantially all of the business of Licensee, whether by merger, consolidation, or acquisition of assets.