Terms & Conditions

TERMS AND CONDITIONS

1. Introduction & Agreement to Terms

These Terms and Conditions (the “Terms”) constitute a legally binding agreement between you, whether acting on your own behalf or on behalf of a business entity (“you” or “Client”), and Lasso Mgmt LLC, a limited liability company in the USA (“Company,” “we,” “our,” or “us”), governing your access to and use of our website, platform, custom eLearning development services, and hosted learning management system (collectively, the “Services”).

By accessing or using the Services, you acknowledge that you have read, understood, and agreed to be bound by these Terms. If you do not agree, you are not authorized to use the Services and must discontinue immediately.

Supplemental agreements — including but not limited to Statements of Work, Master Service Agreements, Privacy Policies, or other documents specific to particular projects or features — are incorporated by reference and form part of these Terms. In the event of conflict, the more specific agreement shall prevail.

We may amend these Terms at any time in our sole discretion. Updates will be indicated by revising the “Effective Date” above. Your continued use of the Services following publication of revised Terms constitutes acceptance of those changes.

2. Definitions

For clarity, the following terms shall have the meanings assigned to them:

“Services”: The eLearning content development, instructional design, AI-enabled narration, translation, and deployment solutions offered by Company, including hosting and management via our learning management system (“LMS”).
“Deliverables”: The custom eLearning courses, training modules, or content created by Company pursuant to a project agreement.
“Client Content”: Any text, images, documents, PowerPoint presentations, policies, branding, or other material supplied by Client for incorporation into Deliverables.
“Deployed Content”: Deliverables that have been reviewed, approved, and released by Client for use within the LMS or other authorized platform.
“Users”: Learners, employees, contractors, or third parties authorized by Client to access Deployed Content.
“Company IP”: All proprietary software, frameworks, templates, methodologies, code, tools, AI models, and intellectual property owned by Company or licensed to Company.
“Subscription Fees”: Ongoing fees charged for continued use of the LMS and related Services.
“Setup Fee”: A one-time fee charged to cover development and onboarding of Deliverables.

3. Eligibility & Age Restrictions

The Services are intended for businesses and organizations, not individual consumers. By using the Services, you represent and warrant that:

You are at least eighteen (18) years of age and legally capable of entering into binding contracts.
If you are entering into this agreement on behalf of a business entity, you have full authority to bind that entity.
Your use of the Services will comply with all applicable laws, regulations, and industry standards.

Persons under the age of 18 are strictly prohibited from registering for or using the Services.

4. Intellectual Property Rights – Company Materials

Unless otherwise agreed in writing, all rights, title, and interest in and to the Services, including but not limited to the LMS, software, source code, templates, AI tools, narration engines, course frameworks, graphics, designs, trademarks, and related intellectual property (“Company Materials”), remain the exclusive property of Company or its licensors.

Reservation of Rights: Except as expressly provided herein, no rights or licenses are granted to Client or any third party.
Restrictions: Client may not copy, modify, reproduce, resell, sublicense, reverse engineer, or otherwise exploit Company Materials for commercial use outside the scope of the Services.
Trademarks: Company names, logos, and marks may not be used without prior written consent.

5. Intellectual Property Rights – Client Content & Deliverables

Client Content: All Client Content remains the property of Client. Client grants Company a limited, non-exclusive license to use, reproduce, and adapt Client Content solely for the purpose of fulfilling the Services. Client represents and warrants that it has all necessary rights and permissions to provide such content and that it does not infringe any third-party rights.
Deliverables: Upon full payment of all applicable fees, ownership of the Deliverables created specifically for Client shall transfer to Client. However, Deliverables may incorporate Company IP (e.g., frameworks, templates, code libraries), which remain owned by Company. Client receives a license to use such Company IP solely as embedded in the Deliverables.
Portfolio Rights: Unless prohibited by written agreement, Company may reference non-confidential portions of Deliverables in its portfolio and marketing materials.

6. License to Use Services & Deliverables

Subject to timely payment of fees, Company grants Client a limited, non-exclusive, non-transferable license to access and use Deliverables and the LMS for internal training purposes only.

Scope: Deliverables may be used solely for training Users within Client’s organization, up to the number of participants permitted under Client’s subscription plan.
Restrictions: Client may not resell, sublicense, publicly distribute, or commercially exploit Deliverables or Services outside of its internal operations.
Termination: This license automatically terminates if Client breaches these Terms, fails to pay applicable fees, or otherwise misuses the Services.

7. Service Engagement & Deliverables

The process for engaging Services typically follows these steps:

Client Submission: Client provides existing training materials (e.g., PowerPoints, policies, documents).
Development: Company transforms such materials into custom eLearning modules using narration, interactivity, and AI-enhanced tools.
Client Review: Company provides drafts for Client’s review and feedback.
Approval & Deployment: Upon Client approval, Deliverables are deployed in the LMS and made available to authorized Users.
Administration: Client’s designated administrators manage learner assignments, track progress, and generate reports through the LMS.

Client Responsibilities:

Provide accurate and lawful Client Content.
Timely review and approve drafts and final Deliverables.
Ensure compliance with employment, labor, and training laws applicable to its workforce.

Company Responsibilities:

Exercise reasonable care and professional skill in developing Deliverables.
Provide access to LMS features (multilingual, narrated, assessments, reporting) as specified in the Client’s subscription plan.
Maintain reasonable LMS uptime, subject to standard maintenance and hosting limitations.

Final Approval: Once Deliverables are approved by Client, Company bears no responsibility for errors, omissions, or compliance issues within Deployed Content.

8. Payment Terms & Fees

All Services are subject to the fees set forth in the applicable proposal, subscription plan, or statement of work. Fees typically include a one-time setup fee for initial course development and ongoing subscription fees for LMS access and support. Unless otherwise agreed in writing, all fees are due in advance and payable in U.S. dollars.

Payment obligations are non-cancelable, and except as expressly stated in these Terms, all fees are non-refundable. Client is responsible for all taxes, levies, and government charges associated with the Services, excluding Company’s income taxes. If Client fails to make timely payment, Company reserves the right to suspend access to the Services, withhold deployment of Deliverables, or terminate the agreement altogether.

9. Refunds & Cancellations

Setup fees reflect upfront development work and are strictly non-refundable once commenced. Subscription fees may be canceled prospectively with written notice; however, no refunds are issued for partial months or unused Services.

In the event Company materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice, Client may terminate the Services and request a refund of prepaid but unused subscription fees. Other than this narrow exception, all payments are final.

10. Client Responsibilities

Client plays a critical role in ensuring the success of each project. Client must provide accurate and complete source materials, including but not limited to existing training content, policies, and brand assets, in a timely manner. Client is responsible for confirming that all such materials are lawful, non-infringing, and appropriate for the intended audience.

Client must review and approve drafts and final Deliverables before deployment. Approval constitutes acceptance, and Company bears no responsibility for compliance, accuracy, or suitability of approved content once deployed. Client further acknowledges that it is solely responsible for compliance with all employment, training, and industry regulations applicable to its workforce.

11. Company Responsibilities

Company will perform the Services with professional skill and diligence, consistent with industry standards. This includes transforming Client Content into eLearning modules with narration, interactivity, and multilingual support where specified; providing access to assessments, reporting, and LMS features as outlined in the applicable subscription plan; and maintaining reasonable availability of the LMS.

Company does not warrant uninterrupted or error-free access and may conduct scheduled maintenance from time to time. While Company will take commercially reasonable measures to safeguard data and ensure continuity, Client acknowledges that technical disruptions may occur.

12. Confidentiality & Non-Disclosure

Each party agrees to treat as confidential all non-public information obtained from the other in connection with the Services, including but not limited to trade secrets, training content, business practices, pricing, and learner data (“Confidential Information”). Confidential Information shall not include information that is publicly available, independently developed without use of the other party’s information, or lawfully obtained from a third party.

Neither party shall disclose the other’s Confidential Information except to employees, contractors, or agents with a need to know and subject to confidentiality obligations at least as protective as those in these Terms. This duty of confidentiality survives termination of the Services.

13. Data Privacy & Security

The use of the Services necessarily involves the processing of learner data, including names, progress reports, assessment results, and administrative records. Company will process such data in accordance with its Privacy Policy, which forms part of these Terms.

Client remains the controller of all learner data and is responsible for compliance with applicable data protection laws, including providing required notices and obtaining any necessary consents. Company acts as a service provider in hosting and processing learner data. While Company implements commercially reasonable security measures, no system is entirely secure, and Client accepts the risks inherent in internet-based services.

14. Acceptable Use of Services

The Services may be used solely for lawful business training purposes within Client’s organization. Client may not, and shall not permit Users to, misuse the LMS or Deliverables in any way that disrupts the Services, infringes third-party rights, or violates applicable law.

Prohibited conduct includes, without limitation, unauthorized access or use of accounts, distribution of malware or harmful code, attempts to bypass security features, or using the Services to harass, defame, or otherwise cause harm. Company reserves the right to suspend or terminate accounts engaged in prohibited use, without refund, and may pursue legal remedies where appropriate.

15. Prohibited Activities

In addition to the Acceptable Use obligations set out above, you agree not to engage in any activity that could compromise the integrity, availability, or reputation of the Services. Prohibited activities include but are not limited to:

Attempting to gain unauthorized access to the LMS, servers, or databases.
Copying, reselling, sublicensing, or redistributing Deliverables or Company Materials to third parties.
Reverse-engineering, decompiling, or otherwise attempting to derive source code from the LMS or other proprietary tools.
Using automated systems, bots, or scraping tools to extract data from the LMS or website.
Impersonating Company personnel or misrepresenting your affiliation with Company.

Company reserves the right to suspend or terminate accounts that engage in prohibited activities without prior notice, and such violations may result in legal action.

16. User Accounts & Access

Client is responsible for creating, maintaining, and securing its administrator accounts within the LMS. Administrators are authorized to assign, manage, and monitor learner access. Client is responsible for the conduct of its Users and for ensuring that access credentials are safeguarded.

Company is not liable for unauthorized access resulting from lost, stolen, or compromised credentials. Client must notify Company immediately if it believes any unauthorized access has occurred.

17. Assessments, Testing & Certificates

The LMS may provide tools for quizzes, tests, and certificates of completion. These tools are provided solely as part of the training process and do not constitute accredited certifications or regulatory compliance approvals.

Client is solely responsible for determining whether Deliverables and assessments satisfy applicable legal or industry-specific training requirements. Company disclaims all responsibility for compliance outcomes based on use of assessments, certificates, or reporting features.

18. AI Tools & Automation Disclaimer

The Services may incorporate artificial intelligence features, including but not limited to narration, translation, interactivity, and analytics. These tools are designed to enhance efficiency and learner engagement but are not guaranteed to produce flawless results.

Client acknowledges that AI-generated content may contain inaccuracies, mistranslations, or limitations. Client must review and approve all Deliverables before deployment, and approval constitutes acceptance of responsibility. Company is not liable for errors, omissions, or reliance on AI outputs once Deliverables have been approved.

The Client acknowledges that final responsibility for accuracy, compliance, and appropriateness of all Deliverables rests solely with the Client upon approval.

19. Third-Party Services & Integrations

The LMS and related Services may rely on third-party providers for hosting, payment processing, analytics, or other functions. While Company selects reputable providers, it does not control and cannot guarantee the availability, performance, or security of third-party services.

Client’s use of third-party integrations is subject to those providers’ own terms and policies. Company disclaims liability for failures, outages, or breaches attributable to third-party providers.

20. Warranties & Disclaimers

The Services are provided “as is” and “as available.” To the fullest extent permitted by law, Company disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Company does not warrant that the Services will be uninterrupted, error-free, or free from harmful components, nor does it warrant specific training outcomes, compliance results, or improvements in employee performance. Client assumes all risks associated with use of the Services.

21. Limitation of Liability

To the maximum extent permitted by law, Company shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, data, goodwill, or business opportunities, arising from or related to use of the Services.

Company’s total liability for any claim under these Terms shall not exceed the total amount of fees paid by Client to Company in the twelve (12) months preceding the claim. This limitation applies regardless of the legal theory asserted, whether contract, tort, negligence, or otherwise.

22. Indemnification

Client agrees to indemnify, defend, and hold harmless Company, its officers, directors, employees, and affiliates from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising from or related to:

Client Content or Deliverables approved by Client;
Client’s or its Users’ misuse of the Services;
Client’s violation of these Terms or applicable law; or
Any dispute between Client and its employees, contractors, or third parties arising from use of the Deliverables.

Company reserves the right to assume the exclusive defense of any indemnified claim, at Client’s expense, in which case Client shall fully cooperate.

23. Modifications to Services & Terms

Company may modify, enhance, or discontinue features of the Services at any time. Material changes to these Terms will be posted with an updated Effective Date, and notice may also be provided by email or within the LMS.

Client’s continued use of the Services after such changes take effect constitutes acceptance of the revised Terms.

24. Termination & Suspension

Either party may terminate the Services upon written notice in the event of a material breach not cured within thirty (30) days. Company may also suspend or terminate access immediately for non-payment, unlawful activity, or misuse of the Services.

Upon termination, Client must cease all use of the Services, and any outstanding fees become immediately due. Sections relating to intellectual property, confidentiality, warranties, limitations of liability, and indemnification shall survive termination.

25. Governing Law, Dispute Resolution & Contact

These Terms shall be governed by and construed in accordance with the laws of the State of Oklahoma, without regard to its conflict of laws principles.

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be resolved by binding arbitration under the rules of the American Arbitration Association, conducted in [Insert City/State], unless otherwise agreed. Client waives the right to participate in any class or collective action.

For any questions, notices, or legal correspondence, please contact:

Lasso Mgmt LLC

Email: support@lassomgmt.com