1. By installing or accessing any of S/P2’s websites, applications, software, training content, data, resumes, email newsletters, subscriptions, social media, online marketplace, or digital properties (the “Services”), you are entering into a binding agreement with S/P2, a division of U, Inc. (“S/P2”). Please review these Terms of Use carefully, they contain an Arbitration Agreement, Jury Trial Waiver, Class Action Waiver, Limitations on S/P2’s Liability, and other provisions that directly affect your legal rights.
  2. Each time you access or use S/P2’s Services including, but not limited to, S/P2 Training and S/P2 Careers, you represent that you have read and understand S/P2’s Privacy Policy; and that you agree to the Terms of Use then in effect. And by accepting these Terms of Use, you also understand and consent to S/P2’s Privacy Policy, which is incorporated into this agreement. Our Privacy Policy describes how S/P2 collects, uses, and shares information.
  3. YOUR USE OR ACCESS OF ANY PORTION OF THE SERVICES CONSTITUTES YOUR UNCONDITIONAL AGREEMENT TO BE BOUND BY THESE TERMS OF USE, AS MAY BE AMENDED. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU ARE NOT PERMITTED TO USE OR ACCESS THE SERVICES.
  4. By accepting these Terms of Use, you understand and agree that, as stated in the mandatory Arbitration Agreement and Class Action Waiver, you are waiving your right to resolve any dispute through other processes that could be available to you, such as court actions or administrative proceedings. It also means that you are waiving your rights to a trial by jury or to combine your dispute with others in a class action.
  5. The Services are neither targeted to, nor intended to be used by anyone under the age of 13 years. Any use or access by anyone under the age of 13 is prohibited.
  6. If you are at least 13 years old, but not yet 18 years old (or the legal age of majority in your jurisdiction), then you may not access or use the Services unless and until you review these terms with your parent or guardian, and they must understand and agree to these terms in order for you to use the Services. If you and your parent or guardian do not agree to these terms, then you must immediately stop using the Services and request that S/P2 close any online account you may have created.  You can request account deletion by sending an email to info@sp2.org.  Please include the email address of the account that you want deleted.
  7. Each of the terms of these Terms of Use are severable and operate separately. If any of them are deemed to be invalid, unenforceable, or illegal, then the remaining terms and conditions will remain in full force and effect.
  8. You agree that S/P2 may update, modify, or terminate the Services at any time and in its sole discretion.
  9. Use. You agree not to (a) use or access the Services for any purpose that is unlawful or prohibited by these Terms of Use; (b) use or access the Services in a manner that could damage, disable, overburden, or impair any S/P2 computer system or the networks connected to any S/P2 computer system; (c) interfere with any third party’s use and enjoyment of the Services; or (d) attempt to gain unauthorized access to accounts, computer systems, or networks connected to any S/P2 computer system through hacking, password mining, or any other means.
  10. License. S/P2 hereby grants a limited, personal, non-exclusive, non-transferable, and revocable license (“License”) to the specific users and for the specific Services for which purchased subscription access is required and/or those specific Services for which specific users have affirmatively been given access to by S/P2 (the “Licensees”). 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.
    1. 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 material violation of the site License and these Terms of Use.
      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 material violation of the user License and these Terms of Use.
  1. Obligations of Licensees.
    1. Licensee agrees to promptly pay all charges related to Licensee’s subscription(s) to the Services.
    2. Licensee agrees to abide by all terms as described herein and in the Privacy Policy relating to the License that Licensee has received.
    3. Licensee agrees to protect the Services against access by persons not authorized to use the Services pursuant to the License and these Terms of Use.
  1. No Waiver or Assignment. No delay or failure to take action under this License or these Terms of Use will constitute a waiver unless expressly waived in writing and 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.
  2. 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 the Services, including, without limitation: (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. You shall not copy, reproduce, republish, upload, post, transmit, distribute, 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 your use of the Services and any license related thereto.
  1. 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. If Licensee has USED or ATTEMPTED TO USE the Services, no refund will be available.
  2. Email and Other Communications. In connection with your use of the Services, you consent to S/P2’s recording any communication, electronic or otherwise, between you and S/P2 and retaining any information and data you submit while using the Services. In using the Services, you may be permitted to communicate electronically with S/P2 by sending electronic mail to S/P2; however, you acknowledge and agree to only submit general information or inquiries to S/P2 via electronic mail and any other submissions or communications on or through the Services, and you agree that any information or inquiries you submit through the Services will be in accordance with the express instructions set forth on the Services for such submissions or communications. Do not send any time-sensitive communications to S/P2 via e-mail.  You agree that S/P2 shall not be responsible for responding to any such communications.
  3. 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. S/P2 does not guarantee the correctness or accuracy of any information provided by or through any of the Services 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, among other areas of the private or public sectors. 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.
  4. Sharing of Information by S/P2.You acknowledge and agree that you have read, understand, and agree to S/P2’s Privacy Policy, and that in some situations S/P2 may disclose to a third-party certain general information regarding your 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.
  5. S/P2 Careers. If you are using S/P2 Careers:
    1. If you are a candidate posting your resume or other information—including, without limitation, personally identifiable information—to or on the Services, you acknowledge and agree that you have read, understand, and agree to S/P2’s Privacy Policy.  You further agree that your resume and personal information may be shared on S/P2 Careers to provide career opportunities and services to you as provided by or through the Services.
    2. If you are an employer using S/P2 Careers to gain access to candidates for recruiting or related purposes, you agree 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 your own.
      3. Keep all candidate and other information confidential using at least the industry standard of care applicable to other entities of comparable size that are receiving and storing comparably sensitive information.
      4. This section shall remain in effect after expiration or termination of the License.
    3. Consistent with paragraph 5, above, we do not knowingly collect or solicit information from anyone under the age of 13.  If you are under 13, you MAY NOT use S/P2 Careers.  In the event that we learn that we have collected personal information from a child under the age of 13 on S/P2 Careers, we will delete that information in accordance with applicable laws.
  1. 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 any 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 or the Privacy Policy.  S/P2 shall have the right to terminate your access to, and use of, the Services immediately including if, in its sole discretion, S/P2 believes that your conduct fails to conform to these Terms of Use. Upon termination of your access, you agree that you will immediately discontinue use of the Services.
  2. DISCLAIMERS.
    1. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.  THE SERVICES, DOCUMENTATION, AND TECHNICAL SUPPORT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND TO THE MAXIMUM EXTENT PERMITTED UNDER THE LAW OR AT EQUITY.
    2. 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, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, FUNCTIONALITY, COMPATIBILITY, AND FREEDOM FROM COMPUTER VIRUS OR MALWARE.  
    3. S/P2 DOES NOT WARRANT THAT THE INFORMATION CONTAINED IN THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION AND/OR DELIVERY OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE SERVICES OR THE SYSTEMS AND NETWORKS THAT MAKE THE SERVICES AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS INCLUDING VIRUSES.
    4. S/P2 DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ACKNOWLEDGE, BY YOUR USE OF THE SERVICES, THAT YOUR USE IS AT YOUR SOLE RISK.
  1. LIMITATION OF LIABILITY. 
    1. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL S/P2, ANY OF ITS EMPLOYEES, OWNERS, OFFICERS, OR AGENTS, OR ITS AFFILIATES, THEIR DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION TO OR ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF S/P2 OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
    2. YOU FURTHER AGREE 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 YOUR CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU TO S/P2 DURING THE PRIOR 12 MONTHS.
  1. Excused performance by S/P2.  In the event S/P2 is unable to perform its obligations hereunder as a result of any event or contingency that is beyond S/P2’s reasonable control. This includes, but is not limited to any act of God, war, riot, law, regulation, court order, injunction, national emergency, terrorist act, general embargo, fire, casualty, equipment failure, failure by a third party, flood, earthquake or other similar occurrence, failure or slow speed of the Internet, unanticipated systems outage or failure, or any other unforeseeable event the occurrence of which is beyond S/P2’s reasonable control.  In the event of such an occurrence, S/P2 shall be excused from its obligation to perform hereunder for the duration of the event in question and for a reasonable time thereafter to permit resumption of normal operations.
  2. Dispute Resolution (the “Arbitration Agreement”)

Please read this section carefully.  It directly affects your rights and will have a direct impact on how claims will be resolved relating to your information, your use of or access to the Services, these Terms of Use, or S/P2’s Privacy Policy

Arbitration Agreement.  Any dispute or claim arising from or relating to your use of or access to the Services, disclosure or safekeeping of your information, these Terms of Use, or S/P2’s Privacy Policy, is subject to binding arbitration rather than in court (the “Arbitration Agreement”).  This Arbitration Agreement shall be governed by the Federal Arbitration Act (“FAA”).

Except to the extent inconsistent with the FAA or preempted by federal law, the laws of the State of Kansas will govern these Terms of Use and S/P2’s Privacy Policy, without regard to principles of conflict of laws.

In (and only in) the event that this Arbitration Agreement is deemed to be invalid, unenforceable, or illegal, the parties agree that the sole and exclusive venue for any dispute arising hereunder shall be in a court located in Johnson County, Kansas, and, in (and only in) that event the parties hereby irrevocably consent to the jurisdiction of such court and irrevocably waive any and all objections which any party may have to process being served in any such suit, action, or proceeding pursuant to the rules of the applicable court, including, without limitation, service by certified or registered mail, return receipt requested.

Jury Trial Waiver.  In all circumstances, each party hereby knowingly, voluntarily, and intentionally waives (to the full extent permitted by applicable law) any right it may have to a trial by jury of any dispute arising under or relating to your use of or access to the Services, these Terms of Use, or S/P2’s Privacy Policy.

Arbitration Procedures.  There is no judge or jury in arbitration, and court review of an arbitration award is limited.  However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and an arbitrator must also follow these Terms of Use as a court would.

All issues are for the arbitrator to decide. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Use or the Privacy Policy.  Payment of all filing, administration, and arbitrator fees will be governed by the rules of the American Arbitration Association for consumer-related disputes.

Class Waiver.  You and S/P2 agree that each may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class, representative, or private attorney general action or proceeding.  Unless both you and S/P2 agree otherwise in a separate writing, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, class, or private attorney general action or proceeding.

The arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim or claims.  Any relief awarded cannot affect other users of the Services or other parties to the Terms of Use or the Privacy Policy.

  1. Severability. If any part of these Terms of Use or the Privacy Policy is deemed to be invalid, unenforceable, or illegal, then the balance shall remain in full effect.

Modification of These Terms of Use. S/P2 reserves the right to change, modify, amend, and/or update these Terms of Use and the Privacy Policy at any time with or without prior notice. Your use of the Services following any such changes, modifications, amendments and/or updates constitutes your unconditional agreement to follow and be bound by these Terms of Use and the Privacy Policy as so changed. You are responsible for reviewing these Terms of Use and the Privacy Policy each time you use or access any portion of this Services.