1. Agreement; Acceptance; Order of Precedence
1.1 These Unified Terms of Service (the “Terms”) are entered into by Safety Academy, Inc., a Delaware stock corporation (“Safety Academy”), and the customer identified in an Order Form (“Customer”). “Safety Academy Plus” means Safety Academy’s branded learning platform, related websites, hosted services, and associated support.
1.2 These Terms apply when Customer signs an Order Form that incorporates them, accesses paid Services, or authorizes Users to access the Services. Each individual User also agrees to the user-account and acceptable-use provisions by creating an account or using the Services.
1.3 The agreement consists of, in descending order of precedence: (a) the applicable Order Form; (b) any signed amendment or statement of work; (c) Schedule 1 for Personal Data processing; and (d) these Terms and the remaining Schedules. A customer purchase order is administrative only and does not modify the agreement unless Safety Academy expressly signs the modification.
2. Definitions
| Defined term | Meaning |
|---|---|
| “Authorized User” or “User” | an individual permitted by Customer and Safety Academy to use the Services under a named seat or other approved access method. |
| “Customer Content” | materials, data, branding, curricula, documents, media, and other content supplied or controlled by Customer or its Users. |
| “Customer Data” | electronic data submitted to, stored in, or generated through the Services for Customer, including training records and Customer Personal Data. |
| “Customer Personal Data” | Personal Data processed by Safety Academy on Customer’s behalf in connection with the Services. |
| “Deliverables” | finished course modules, scripts, assessments, job aids, and other materials created specifically for Customer under an Order Form, excluding Safety Academy Materials and Third-Party Materials. |
| “Documentation” | Safety Academy’s then-current user guides, help materials, technical requirements, usage policies, and third-party content terms made available to Customer through the Services, at a URL identified in an Order Form or these Terms, or otherwise provided in writing by Safety Academy. |
| “Order Form” | a quote, order form, enrollment form, or similar document executed or accepted by both parties that identifies Services, fees, term, and Customer. |
| “Personal Data” | information relating to an identified or reasonably identifiable natural person, or equivalent information protected by applicable privacy law. |
| “Safety Academy Materials” | Safety Academy’s pre-existing or independently developed templates, design frameworks, assessment structures, sequencing and gating logic, software, tools, methodologies, documentation, and know-how. |
| “Services” | the products and services selected in an Order Form, which may include custom course development, Safety Academy Plus hosting, seat licenses, implementation, maintenance, instructor delivery, and support. |
| “Third-Party Materials” | courses, stock media, fonts, software, content, or other materials owned or licensed by third parties. |
3. Eligibility, Accounts, and Customer Administration
3.1 Customer must provide accurate, current information and designate an administrator authorized to manage Users, training assignments, reporting, and Customer instructions. Customer is responsible for its administrators and Users and for activity occurring through their accounts, except to the extent caused by Safety Academy’s breach of these Terms.
3.2 Each User must have an individual account and keep credentials confidential. Credentials may not be shared. Customer and Users must promptly report suspected unauthorized access, compromised credentials, or security incidents.
3.3 Users are provisioned through an approved roster, administrator entry, or invitation link. Safety Academy may reject misleading, infringing, offensive, or impersonating account names and may require identity or authority verification.
3.4 The Services are not directed to children under 13. A User under the age of majority may use the Services only where lawful and with all required consent from a parent, guardian, employer, or educational sponsor. Customer is responsible for obtaining and documenting required consent.
4. Services, Changes, and Customer Dependencies
4.1 Safety Academy will provide only the Services selected in the Order Form. Customer will timely provide source materials, branding assets, technical information, approvals, access, and a single authorized point of contact. Customer-caused delay extends the schedule day-for-day and may require a change order.
4.2 Custom-development projects use two-stage review: storyboard or script approval before production, followed by final module review. Two revision rounds per stage are included unless the Order Form states otherwise. A stage is deemed accepted if Customer does not provide a specific written objection within five business days after delivery.
4.3 Safety Academy may improve or modify the Services, provided it does not materially reduce the core functionality purchased during the then-current paid term. Safety Academy may change the third-party technology, hosting arrangements, and subcontractors underlying the Services, provided the change does not materially reduce the core functionality purchased during the then-current paid term. New features, integrations, accessibility work, custom deployment, and professional services may require additional fees.
4.4 Delivery to Customer’s own learning-management system is not standard. If expressly purchased, delivery is by an approved SCORM export or other agreed package for a one-time fee. Safety Academy does not provide a hosting availability commitment for Customer-hosted exports.
4.5 If Safety Academy expressly authorizes trial, pilot, demonstration, or evaluation access, that access is limited to the period, users, and purposes stated in writing and may be suspended or ended at any time. Unless an Order Form states otherwise, trial access does not automatically convert to a paid subscription, is provided without service-level commitments, and may not include data recovery after the trial ends. Customer should export any records it is permitted to retain before expiration.
5. Platform License and Restrictions
5.1 Subject to timely payment and compliance with the agreement, Safety Academy grants Customer a limited, non-exclusive, non-transferable right during the subscription term to permit Authorized Users to access and use the Services for Customer’s internal training operations and, only where expressly approved, training of workers Customer places.
5.2 Access is limited to Customer’s employees and workers it places. Any affiliate, contractor, recruiting partner, customer, or other third party requires Safety Academy’s prior written consent, a separate account or Order Form, and separately agreed commercial terms. One named learner may use each seat.
5.3 Except as expressly permitted, Customer and Users may not:
- copy, download, reproduce, modify, translate, adapt, create derivative works from, publicly display, distribute, sell, sublicense, rent, or commercially exploit the platform or licensed content;
- reverse engineer, decompile, disassemble, probe, scan, test, bypass, or attempt to discover source code, security controls, access limits, or nonpublic functionality;
- scrape, crawl, harvest, index, or use automated means to collect platform, course, user, customer, pricing, or partner data;
- use the Services to benchmark or develop a competing product, train an artificial-intelligence model without written permission, or misrepresent affiliation with Safety Academy or any content owner;
- share credentials, exceed licensed seats, remove rights notices, introduce malicious code, disrupt service, or access another customer’s data; or
- use the Services or content for unlawful, deceptive, discriminatory, harassing, infringing, unsafe, or fraudulent conduct.
6. Customer Content and Training Records
6.1 Customer retains ownership of Customer Content and Customer Data. Customer grants Safety Academy and its service providers a non-exclusive license to host, reproduce, adapt, transmit, display, back up, and otherwise process Customer Content and Customer Data only as reasonably necessary to provide, secure, support, and improve the Services and comply with law.
6.2 Customer represents that it has all rights and permissions necessary to provide Customer Content and authorize its use. Customer is responsible for the accuracy, legality, instructional suitability, and regulatory use of Customer Content and for notices and consents provided to Users.
6.3 Customer may export available training records (including enrollment, progress, scores, completion status, and certificates) at any time during the subscription term. The Services are not Customer’s system of record. Customer is solely responsible for retaining training records for the periods required by law, regulators, or contracts applicable to Customer, and for exporting those records before termination for legal, credentialing, employment, or compliance purposes. Safety Academy may offer extended archival retention under a separate Order Form.
6.4 Safety Academy and its service providers may create and use deidentified and aggregated information that does not identify Customer or an individual to operate, secure, analyze, benchmark, and improve their services. Safety Academy will not attempt to reidentify that information and will contractually require the same of its service providers.
6.5 Feedback. If Customer or a User provides suggestions, ideas, or other feedback about the Services, Safety Academy and its licensors may use it without restriction or obligation, and Customer grants Safety Academy a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate it. Feedback is not Customer Confidential Information.
7. Custom Deliverables and Intellectual Property
7.1 Subject to Customer’s payment in full for the applicable Order Form, Deliverables are works made for hire for Customer to the extent permitted by law. To the extent any Deliverable does not qualify as a work made for hire, Safety Academy assigns to Customer, effective upon payment in full, all right, title, and interest in that Deliverable. Until payment in full, Customer’s use is licensed and revocable. Customer grants Safety Academy and its service providers a non-exclusive license to host, reproduce, display, transmit, and back up Deliverables as reasonably necessary to provide the Services, and to retain archival copies solely for recordkeeping, compliance, and the defense or enforcement of claims. Archival copies remain Customer Confidential Information, are kept segregated from ordinary business use, and are retained only for as long as reasonably necessary for those purposes or as required by law, after which they are deleted under Safety Academy’s standard schedules.
7.2 Safety Academy retains all rights in Safety Academy Materials, including those embedded in Deliverables. Safety Academy grants Customer a perpetual, non-exclusive, royalty-free license to use Safety Academy Materials solely as embedded in paid Deliverables. Safety Academy may reuse its Materials, general skills, ideas, methods, and know-how, but will not reuse Customer Confidential Information or customer-identifying content.
7.3 Third-Party Materials remain owned by their respective owners and are subject to applicable third-party licenses. Customer receives only the rights expressly included in the Order Form or applicable license. Customer and Users will comply with third-party content terms identified in an Order Form or the Documentation and will stop using Third-Party Materials when the applicable third-party license ends. Where an Order Form includes catalog content licensed from a third party, the quantity, term, and renewal of that content follow the third-party terms stated in the Order Form. Course or feature availability may change if a third-party right expires or is withdrawn; where commercially reasonable, Safety Academy may provide substantially similar substitute content.
8. Authorized Partners and Third-Party Access
8.1 A person or entity approved to refer, market, administer, or facilitate Services for others (“Authorized Partner”) must execute a separate Order Form or partner enrollment document. Schedule 3 applies to every Authorized Partner.
8.2 No Customer or Authorized Partner has authority to bind Safety Academy, modify Safety Academy’s terms, make warranties on Safety Academy’s behalf, or grant rights beyond those expressly approved in writing.
8.3 No end customer may sublicense or further resell the Services or Third-Party Materials. Authorized Partner access ends when the applicable authorization, Order Form, or underlying customer subscription ends.
9. Acceptable Use and Conduct
9.1 Users participating in courses, virtual sessions, communities, support channels, or other interactive features must act professionally and respectfully. Harassment, discrimination, threats, retaliation, abuse, unlawful content, intellectual-property infringement, and deliberate interference with another person’s learning or access are prohibited.
9.2 Users must follow reasonable security instructions, use approved systems, protect credentials, avoid suspicious links or files, and promptly report suspected incidents. Customer must not upload highly sensitive data (including Social Security numbers, financial-account credentials, government identification, health information, or precise geolocation) unless an Order Form expressly authorizes that data type and appropriate safeguards.
9.3 Safety Academy may investigate suspected violations and remove content, restrict functionality, suspend accounts, or terminate access when reasonably necessary to protect persons, systems, data, legal compliance, or the Services. When practicable, Safety Academy will notify Customer and provide a reasonable opportunity to cure.
10. Availability, Maintenance, Support, and Security
10.1 Safety Academy targets 99.5% monthly platform availability, excluding scheduled maintenance, emergency maintenance, force majeure, Internet or telecommunications failures, Customer systems, and suspension permitted by the agreement. This is a service target, not a service-credit commitment unless an Order Form expressly provides credits. Safety Academy is not liable for unavailability or losses resulting from a suspension applied in accordance with the agreement or imposed by an underlying infrastructure provider consistent with its rights.
10.2 Standard support is available Monday through Friday, 8:00 a.m. to 5:00 p.m. Eastern Time, excluding Safety Academy holidays. The first-response target is one business day. Safety Academy may conduct maintenance and will use commercially reasonable efforts to provide advance notice of material scheduled interruptions.
10.3 Safety Academy maintains administrative, technical, and organizational safeguards in accordance with industry-standard practices. No Internet-based service is entirely secure or uninterrupted, and Customer is responsible for securing its devices, networks, accounts, and administrator practices.
11. Fees, Invoicing, Taxes, and Seat Administration
11.1 All fees, rates, billing milestones, and payment terms are stated exclusively in the applicable Order Form or statement of work; these Terms establish no pricing. Unless the Order Form states otherwise, invoices are Net 30 and hosting and seat licenses are billed annually in advance. Payment obligations are not contingent on Customer’s receipt of a purchase order, reimbursement, or payment from another person.
11.2 Prices exclude sales, use, excise, value-added, and similar transaction taxes. Safety Academy may add applicable taxes unless Customer provides a valid exemption certificate. Customer remains responsible for taxes other than taxes based on Safety Academy’s net income.
11.3 Additional seats may be added during a term and prorated through the term end under the commercial terms stated in the applicable Order Form. Unused seats are non-refundable and non-creditable. One reassignment per seat per year is permitted when a learner leaves. Active-user overages may be invoiced, and a mid-term tier change applies prospectively under the applicable Order Form.
11.4 Unless the applicable Order Form states otherwise, overdue undisputed amounts accrue interest at 1.5% per month or the highest rate permitted by applicable law, whichever is lower, and Customer will reimburse Safety Academy’s reasonable costs of collection. Safety Academy may suspend affected Services after written notice if an undisputed amount remains unpaid ten days after its due date.
12. Subscription Term, Renewal, and Price Changes
12.1 The initial subscription term is stated in the Order Form. Hosting renews automatically for successive 12-month terms unless either party provides written non-renewal notice at least 60 days before the current term ends.
12.2 Unless Safety Academy gives written notice of different fees at least 45 days before the renewal date, fees for a renewal term equal the fees for the prior term increased by ten percent (10%). Changed usage, seat tiers, scope, third-party licensing costs, or taxes may result in further revised commercial terms for the renewal period, stated in the renewal Order Form or written renewal notice. Customer may avoid renewal by giving timely notice under Section 12.1.
13. Cancellation, Suspension, and Termination
13.1 Either party may cancel a development project before kickoff by written notice. If Customer cancels at least seven business days before the agreed kickoff date, Safety Academy will refund prepaid development fees, less non-cancellable third-party costs already incurred. If Customer cancels less than seven business days before kickoff, Safety Academy may retain non-cancellable third-party costs plus up to ten percent (10%) of the project fee for work performed and scheduling.
13.2 After development begins, Customer must pay for completed and in-progress modules and approved third-party costs under the rates and methodology stated in the applicable Order Form or statement of work. Rework after approval requires a change order or is billed under the out-of-scope rate stated in the applicable Order Form.
13.3 Hosting may not be terminated for convenience during a paid term. Either party may terminate an affected Order Form for the other party’s material breach if the breach remains uncured 30 days after written notice. Safety Academy may suspend access immediately when reasonably necessary for security, unlawful use, unauthorized distribution, infringement, or imminent harm, and may suspend for nonpayment under Section 11.4. Safety Academy is not liable for damages resulting from a suspension or content removal applied in accordance with the agreement.
13.4 On termination, Customer’s access ends and licenses for subscription content terminate. Prepaid fees are non-refundable unless Safety Academy is the uncured breaching party. If Safety Academy terminates an Order Form for Customer’s uncured material breach, all fees payable for the remainder of the then-current term become immediately due and payable. Customer may export available training records before termination or during any post-termination access period Safety Academy provides. Sections intended by their nature to survive (including payment, ownership, confidentiality, privacy, indemnity, liability, and general provisions) survive.
14. Privacy and Data Processing
14.1 Safety Academy processes information as described in Schedule 1 (Data Processing Terms) and Schedule 2 (Privacy Notice). For Customer Personal Data, Customer is the controller or business and Safety Academy is the processor or service provider, unless applicable law assigns a different role.
14.2 Customer is responsible for lawful instructions, notices, consents, and legal bases for Customer Personal Data and for responding to Users regarding Customer’s own uses of training records. Safety Academy will not sell Customer Personal Data or use it for cross-context behavioral advertising.
15. Confidentiality
15.1 “Confidential Information” means nonpublic information disclosed by or on behalf of a party that is marked confidential or reasonably should be understood as confidential, including business plans, pricing, security information, Customer Content, product plans, trade secrets, and the nonpublic terms of an Order Form.
15.2 The receiving party will use Confidential Information only to perform or exercise rights under the agreement, protect it using at least reasonable care, and disclose it only to personnel and service providers who need to know and are bound by confidentiality obligations. These duties do not apply to information lawfully known without restriction, independently developed, lawfully received from another source, or made public without breach.
15.3 If disclosure is legally required, the receiving party will, where lawful, give prompt notice and reasonable assistance. Confidentiality duties continue for five years after disclosure; duties for trade secrets continue while protected as trade secrets by applicable law.
16. Representations, Warranties, and Disclaimers
16.1 Each party represents that it has authority to enter into the agreement and will comply with laws applicable to its performance. Safety Academy warrants that it will perform professional services in a professional and workmanlike manner and has the rights needed to grant the express rights granted by it.
16.2 Customer represents that Customer Content, instructions, and authorized uses do not infringe third-party rights or violate law. Customer remains responsible for workplace, safety, employment, certification, and regulatory decisions. Training supports, but does not replace, Customer’s legal duties, competent professional judgment, site-specific procedures, or required supervision.
16.3 EXCEPT FOR EXPRESS WARRANTIES IN THE AGREEMENT, THE SERVICES, PLATFORM, THIRD-PARTY MATERIALS, AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, SAFETY ACADEMY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OR THAT TRAINING ALONE WILL ENSURE COMPLIANCE OR PREVENT INJURY.
16.4 Training and Certification Limits. Certificates issued through the Services evidence completion of the applicable course only. They are not government-issued licenses, permits, or qualifications, do not certify an individual’s competence, and do not establish compliance with any law, standard, or job requirement. Customer remains solely responsible for determining the training its workers require; for any site-specific instruction, practical or hands-on evaluation, supervision, or medical or fitness determination required by applicable regulators or standards; and for employer certifications and records those regulators require. Where a course is described as accredited, approved, or eligible for continuing-education credit, acceptance is determined solely by the applicable regulator, accreditor, or licensing board, may change without notice, and is not guaranteed by Safety Academy.
16.5 Content Currency. Course content is prepared for general training purposes as of its publication or last-revision date, is not legal, medical, or other professional advice, and may not reflect the most current legal or regulatory requirements or the requirements of Customer’s jurisdiction, industry, or worksite. Customer is responsible for verifying that selected training satisfies the regulatory requirements applicable to its operations and for requesting updates or customization where needed.
17. Indemnification
17.1 Safety Academy will defend Customer against a third-party claim that Safety Academy-created Deliverables or the Safety Academy Plus platform, when used as authorized, infringe that third party’s United States intellectual-property rights, and will pay resulting damages finally awarded or approved in settlement. Safety Academy may obtain continued use rights, modify or replace the affected item, or terminate it and refund prepaid unused fees. This obligation does not apply to Customer Content, Third-Party Materials, unauthorized modifications, combinations not supplied by Safety Academy, or use after notice to stop.
17.2 Customer will defend Safety Academy, its affiliates, and their personnel against any third-party claim arising from: (a) Customer Content or Customer’s instructions, including any claim that either infringes intellectual-property rights or violates law; (b) use of the Services by Customer or a User in violation of the agreement or applicable law; (c) Customer’s employment, staffing, workplace-safety, supervision, or certification decisions, including any claim by a User or other worker arising from a workplace incident or from reliance on training or certificates in Customer’s operations, except to the extent the claim results from Safety Academy’s breach of these Terms; and (d) Customer’s failure to obtain a consent or provide a notice required by Section 3.4, 6.2, or 14.2. Customer will pay damages finally awarded or approved in settlement and reasonable defense costs.
17.3 Indemnity under this Section 17 requires prompt notice, control of the defense by the indemnifying party, and reasonable cooperation. No settlement may admit fault by or impose non-monetary obligations on the indemnified party without consent.
18. Limitation of Liability
18.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
18.2 EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO AN ORDER FORM OR THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THE AFFECTED ORDER FORM DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. WHERE NO ORDER FORM APPLIES TO A CLAIM, AGGREGATE LIABILITY WILL NOT EXCEED THE FEES PAID TO SAFETY ACADEMY FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THAT 12-MONTH PERIOD OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER. NOTHING LIMITS LIABILITY THAT CANNOT LAWFULLY BE LIMITED.
18.3 Exceptions. Sections 18.1 and 18.2 do not apply to: (a) a party’s indemnification obligations under Section 17; (b) Customer’s breach of Section 5 (Platform License and Restrictions), Section 8.3, or Section 9.2; (c) a party’s infringement or misappropriation of the other party’s intellectual property or misuse of the other party’s Confidential Information; (d) Customer’s payment obligations; or (e) a party’s fraud or willful misconduct.
19. Publicity and Marks
19.1 Neither party may issue a press release or use the other party’s name, logo, or marks in public marketing without prior written approval. If an Authorized Partner is expressly granted a mark license, that license is limited, non-exclusive, non-transferable, revocable, and subject to Safety Academy’s brand guidelines; all goodwill benefits the mark owner.
20. Changes to Online Terms
20.1 Safety Academy may update these Terms prospectively. Material changes will be identified by a new version date and communicated by reasonable notice, such as email to the Customer administrator or a platform notice. Changes do not materially reduce Customer’s purchased rights during a current paid term unless required by law, security, or a third-party licensor. Continued use after the stated effective date constitutes acceptance for future use and renewal terms.
21. Force Majeure
21.1 Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes not limited to its workforce, governmental action, utility or telecommunications failure, widespread Internet disruption, epidemic, or cyberattack not caused by its failure to maintain required safeguards. Payment obligations for Services already provided are not excused. If the event continues more than 30 days, either party may terminate the materially affected Service on written notice.
22. Notices
22.1 Routine operational notices may be sent through the platform or by email to the designated contacts. Legal notices must be in writing and delivered by nationally recognized overnight courier or certified mail to the address in the Order Form, with a copy by email. Notices to Safety Academy must be sent to Safety Academy, Inc., 5055 Pilgrim Road, Flint, Michigan 48507, Attn: Director of Operations, with an email copy to support@safetyacademy.com.
23. Governing Law and Disputes
23.1 These Terms and each Order Form are governed by Michigan law, without regard to conflict-of-law rules. The parties consent to exclusive jurisdiction in the state courts located in Genesee County, Michigan, and the United States District Court for the Eastern District of Michigan. Before filing suit, an executive from each party will meet in good faith to attempt resolution, except that either party may seek immediate injunctive relief for misuse of intellectual property, Confidential Information, or data.
23.2 Except for payment obligations and claims arising from infringement, misappropriation, or misuse of intellectual property or Confidential Information, no claim arising out of or relating to the agreement may be brought more than one year after the date the claimant knew or reasonably should have known of the basis for the claim.
23.3 EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES.
24. General
24.1 The parties are independent contractors; no agency, employment, fiduciary, franchise, partnership, or joint venture is created. Neither party may bind the other.
24.2 Neither party may assign the agreement without the other’s consent, except to an affiliate or successor in a merger, reorganization, or sale of substantially all assets relating to the agreement, provided the assignee assumes the obligations. If an assignment or change of control is in favor of a direct competitor of the non-assigning party, the non-assigning party may terminate the agreement on written notice. Safety Academy may use subcontractors and remains responsible for their performance to the extent required by the agreement.
24.3 If a provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions remain effective. Waivers must be in writing and are not continuing. Headings are for convenience. “Including” means “including without limitation.” Electronic records and signatures are binding. The agreement is the complete agreement on its subject and supersedes prior proposals and understandings.
24.4 Export Compliance. The Services and content may be subject to United States export-control and sanctions laws. Customer will not, and will not permit any User to, access or use the Services in a U.S.-embargoed country or region or in violation of any U.S. export-control or sanctions law. Customer represents that neither it nor, to its knowledge, any User is subject to U.S. sanctions or listed on a U.S. government restricted-party list.
Schedule 1: Data Processing Terms
1. Scope and Roles
1.1 This Schedule applies when Safety Academy processes Customer Personal Data on Customer’s behalf. Customer is the controller or business, and Safety Academy is the processor or service provider. If Customer is itself a processor, Safety Academy acts as Customer’s subprocessor. Capitalized privacy terms have the meanings given by applicable data-protection law. Liability under this Schedule is subject to Section 18 of the Terms.
1.2 Customer instructs Safety Academy to process Customer Personal Data to provide, secure, support, and improve the purchased Services; comply with documented instructions consistent with the agreement; and comply with law. Safety Academy will notify Customer if it reasonably believes an instruction violates applicable data-protection law, unless prohibited.
2. Processing Restrictions
2.1 Safety Academy will not sell or share Customer Personal Data for cross-context behavioral advertising, retain, use, or disclose it outside the direct business relationship except as permitted by law, or combine it with personal data from unrelated sources except as permitted to provide the Services, prevent fraud, maintain security, or as otherwise authorized by law.
2.2 Personnel access is limited to persons who need access and are subject to confidentiality obligations. Safety Academy will process Customer Personal Data only for the agreement’s business purposes or as legally required.
3. Security and Incidents
3.1 Safety Academy will maintain reasonable administrative, technical, physical, and organizational safeguards appropriate to the nature of Customer Personal Data and the risks of processing, including access controls, credential protections, backups, incident-response procedures, and vendor oversight.
3.2 Safety Academy will notify Customer without undue delay and no later than 72 hours after confirmed discovery of unauthorized acquisition, access, use, disclosure, alteration, loss, or destruction of Customer Personal Data (“Security Incident”). Notice will include available information regarding scope, affected data and persons, likely consequences, response measures, and a contact for follow-up. Notice is not an admission of fault. Safety Academy will reasonably cooperate in investigation, mitigation, and legally required notification.
4. Subprocessors
4.1 Customer generally authorizes Safety Academy to use subprocessors to provide the Services. Safety Academy will impose materially protective data-processing and confidentiality terms and remains responsible for subprocessor performance to the extent required by applicable law. Safety Academy will make a current subprocessor list available on request and provide reasonable advance notice of a material new subprocessor where required by law. Customer may reasonably object on documented data-protection grounds within ten business days; the parties will work in good faith on a commercially reasonable solution. Certain infrastructure providers also process limited account and usage data as independent controllers for the administration of their commercial relationship with Safety Academy; that processing is governed by their own privacy terms.
5. Assistance and Data-Subject Requests
5.1 Taking into account the nature of processing, Safety Academy will reasonably assist Customer with requests to access, correct, delete, restrict, or export Customer Personal Data and with legally required security assessments, breach responses, and data-protection impact assessments. Safety Academy will not respond to a request on Customer’s behalf unless authorized or legally required.
6. Return, Export, and Deletion
6.1 Customer may export available training records during the term. Within 90 days after termination, to the extent Customer Personal Data remains in Safety Academy’s possession or control, Safety Academy will delete or deidentify it from production systems on written request or under its standard schedule, unless retention is legally required. Backup copies are deleted under standard backup cycles and remain protected until deletion. Safety Academy does not warrant recoverability of Customer Data after termination; Customer is responsible for exporting training records before termination as described in Section 6.3 of the Terms. On reasonable request, Safety Academy will confirm completion.
7. Audit Information
7.1 On reasonable written request and subject to confidentiality, Safety Academy will provide information reasonably necessary to demonstrate compliance with this Schedule, which may include security questionnaires, summaries, or relevant third-party documentation available to Safety Academy. On-site audits are permitted only where legally required and not reasonably satisfied by documentation, no more than annually unless a Security Incident or regulator requires otherwise, during normal business hours, without access to other customers’ information, and at Customer’s expense.
8. International Transfers
8.1 If Customer Personal Data is transferred across national borders, the parties will use a lawful transfer mechanism required by applicable law. If Standard Contractual Clauses or a comparable addendum are required, the parties will execute them. Safety Academy does not claim participation in a governmental privacy framework or security certification unless confirmed in writing at the time of contracting.
9. Processing Details
| Item | Description |
|---|---|
| Subject matter and duration | Provision of Safety Academy Plus and related Services for the agreement term, plus the retention period. |
| Nature and purpose | Account provisioning; course enrollment and delivery; progress, assessment, completion, certificate, reporting, support, security, and administration. |
| Data subjects | Customer administrators, learners, employees, workers placed by Customer, approved contractors or partners, and business contacts. |
| Data categories | Name, email, job title or department, employer, account identifiers, enrollment, progress, scores, pass/fail, completions, certificates, support communications, device/network data, and usage logs. |
| Sensitive data | Not intended. Customer must not submit sensitive data unless expressly authorized in an Order Form. |
| Retention | Subscription term plus 90 days, subject to legal requirements, backup schedules, and Section 6.1 of this Schedule. |
Schedule 2: Privacy Notice
This Schedule describes Safety Academy’s practices when it acts as the business or controller for website visitors, business contacts, direct users, and account information. When Safety Academy processes Customer Personal Data on Customer’s behalf, Schedule 1 and Customer’s instructions control.
1. Information Collected
- Contact and account information, such as name, email, telephone number, employer, job title, username, and authentication information;
- Commercial and transaction information, such as purchased Services, subscription details, invoices, tax status, and payment status (payment-card information may be processed by a payment provider);
- Training and platform information, such as enrollments, progress, scores, pass/fail, completions, certificates, support requests, and administrator activity;
- Device, network, and usage information, such as IP address, browser, operating system, pages or features used, log data, cookies, and security events; and
- Information supplied through forms, events, communications, demonstrations, or authorized partners.
2. Sources and Purposes
Safety Academy obtains information directly from individuals and Customers, automatically through the Services, and from authorized service providers or partners. It uses information to provide and administer Services; authenticate accounts; process transactions; deliver training and reports; communicate with users and business contacts; provide support; secure and troubleshoot systems; prevent misuse and fraud; comply with law; improve Services using aggregated or deidentified information; and send lawful business or marketing communications subject to available opt-outs.
3. Disclosures
Safety Academy may disclose information to Customer administrators; service providers and subprocessors that support hosting, communications, analytics, payment, support, and security; professional advisers; government authorities when legally required; and a successor in a merger, financing, reorganization, or sale. Safety Academy does not sell Personal Data or share it for cross-context behavioral advertising. Mobile opt-in information is not disclosed for third-party marketing.
4. Cookies and External Links
Safety Academy may use necessary, preference, security, performance, and analytics cookies. Browser settings may limit cookies, but some features may not function. External websites and services are governed by their own privacy practices.
5. Retention and Security
Personal Data is retained as reasonably necessary for the purposes described, the customer relationship, legal obligations, disputes, and enforcement. Customer Personal Data is generally retained for the term plus 90 days as described in Schedule 1. Safety Academy uses reasonable safeguards, but no transmission or storage system can be guaranteed completely secure.
6. Privacy Rights
Depending on location and applicable law, an individual may request access, correction, deletion, restriction, portability, or objection; withdraw consent where processing relies on consent; opt out of certain marketing; or appeal a privacy decision. Safety Academy may verify identity and may direct a request concerning employer-controlled training records to the applicable Customer. Safety Academy will not unlawfully discriminate for exercising privacy rights.
7. Children and Changes
The Services are not directed to children under 13, and Safety Academy does not knowingly collect Personal Data from them. Safety Academy may update this Notice and will post a new version date and provide reasonable notice of material changes.
8. Privacy Contact
Privacy requests and questions may be sent to Safety Academy, Inc., 5055 Pilgrim Road, Flint, Michigan 48507, Attn: Director of Operations, and by email to support@safetyacademy.com.
Schedule 3: Authorized Partner Terms
This Schedule applies only where Safety Academy expressly approves a person or entity to refer, market, co-sell, administer, distribute, or facilitate Services for another customer (“Partner”). Commercial terms, territories, commissions, and approved activities must appear in a separate partner enrollment document or Order Form.
1. Appointment and Relationship
1.1 Any appointment is limited, non-exclusive, non-transferable, and revocable. Partner is an independent contractor and has no authority to bind Safety Academy, accept terms for Safety Academy, modify commercial terms, make warranties, or represent itself as Safety Academy’s employee, agent, franchisee, or legal representative.
2. Marketing, Marks, and Representations
2.1 Partner may use approved Safety Academy marks only in approved materials, for approved activities, and in accordance with brand guidelines. Partner may not use a third-party content owner’s mark without written approval. Partner must use current approved descriptions and may not make unauthorized product, legal, compliance, performance, or availability claims.
2.2 Partner will promptly stop using marks and confidential materials when authorization ends. Partner may not register confusingly similar domains, marks, accounts, or business names.
3. Content and End-Customer Restrictions
3.1 Partner may provide access only to end customers, users, products, and territories expressly approved in writing. Each end customer must be bound by terms at least as protective as these Terms. Partner may not allow sublicensing, further resale, public distribution, credential sharing, unauthorized SCORM export, or access by unapproved third parties.
3.2 Partner must not copy, modify, translate, decompile, reverse engineer, or create derivative works from licensed courses, products, delivery technology, or integrations except as expressly approved. Demo or trial content may be used only for the approved period and audience.
4. Compliance, Data, and Security
4.1 Partner will comply with privacy, anti-corruption, export-control, sanctions, advertising, and other laws applicable to its activities. Partner may process user or prospect Personal Data only as necessary for approved activities, under lawful instructions and appropriate safeguards. Partner must protect accounts and promptly report suspected security incidents or unauthorized access.
5. Orders, Payment, and Customer Support
5.1 Each transaction requires an accepted Order Form or other written approval. Unless expressly stated, Partner’s obligation to pay Safety Academy is not contingent on Partner’s receipt of payment from an end customer. Partner must accurately communicate renewal and non-renewal instructions and may not charge or promise fees, discounts, service levels, or rights inconsistent with Safety Academy’s written authorization.
5.2 Partner will reasonably cooperate on implementation and support and will not interfere with Safety Academy’s direct provision of platform, content, security, or customer-success functions where applicable.
6. Termination
6.1 Safety Academy may terminate Partner authorization for material breach after 30 days’ notice and opportunity to cure, or immediately for unlawful conduct, security risk, unauthorized resale, infringement, sanctions or export concerns, fraud, or unauthorized representations. On termination, Partner must stop marketing, selling, and using marks and materials. Existing paid end-customer subscriptions may continue only as Safety Academy approves in writing.
Acknowledgment
These Terms are intended for incorporation into Order Forms and publication at a stable URL. When these Terms are incorporated by reference into an executed Order Form, no separate signature of these Terms is required. An Order Form identifies the parties, selected Services, fees, subscription term, and any negotiated changes.