EVOLVE E-LEARNING TERMS OF SERVICE

Last Updated: 06/30/2026

These Terms of Service, together with any applicable order form, proposal, invoice, online checkout terms, statement of work, data processing agreement, business associate agreement, or other written agreement that expressly incorporates these Terms, govern your access to and use of the websites, online marketplace, learning management system, courses, course materials, hosted training services, support services, and related products and services offered by Evolve Technologies, Inc. d/b/a Evolve e-Learning or its affiliates, successors, or assigns.


For purposes of these Terms, “Evolve,” “we,” “us,” and “our” refer to Evolve Technologies, Inc. d/b/a Evolve e-Learning. “Customer,” “you,” and “your” refer to the person or entity purchasing, accessing, using, or receiving the Services, including any organization on whose behalf the Services are purchased or used.

By creating an account, purchasing a course, accepting a proposal, accessing the Services, assigning learners, using the online marketplace, or otherwise using any Evolve product or service, you agree to these Terms. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization.
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1. DEFINITIONS

For purposes of these Terms:
  • “Account” means an account created to access the Services, including administrator accounts, learner accounts, purchaser accounts, and other authorized user accounts.
  • “Administrator” means a person authorized by Customer to manage Customer’s account, assign courses, add or remove learners, view reports, or otherwise administer Customer’s use of the Services.
  • “Authorized User” means any Administrator, learner, employee, contractor, representative, or other individual authorized by Customer or Evolve to access the Services.
  • “Course” means any online course, training module, lesson, assessment, certificate, quiz, video, narration, transcript, downloadable resource, or related learning material made available by Evolve.
  • “Course Content” means all text, graphics, images, videos, audio, narration, scripts, assessments, questions, answers, certificates, course files, SCORM packages, software, interface elements, templates, documents, and other content included in or made available through the Services.
  • “Customer Data” means information, data, materials, names, email addresses, learner records, course assignments, completion records, uploaded materials, and other content submitted to Evolve by or on behalf of Customer or Authorized Users.
  • “Customer Marks” means Customer’s name, trade name, trademark, service mark, logo, branding, or other business identifiers.
  • “Feedback” means suggestions, comments, recommendations, ideas, enhancement requests, reviews, ratings, testimonials, survey responses, or other feedback submitted to Evolve regarding the Services.
  • “Learner” means an individual who is assigned to, enrolled in, or otherwise accesses a Course.
  • “Marketplace” means Evolve’s online store, e-commerce platform, checkout process, or other online purchasing channel through which Courses or Services may be purchased.
  • “Order” means an online purchase, order form, proposal, invoice, statement of work, subscription, quote, or other transaction document accepted by Evolve.
  • “Services” means Evolve’s websites, Marketplace, learning management system, hosted course delivery, Course Content, SCORM dispatch services, support services, certificates, training materials, online courses, subscriptions, course bundles, and related products or services.
  • “Subscription Term” or “Access Period” means the time period during which Customer or Authorized Users are permitted to access the purchased Services, as stated in the applicable Order or otherwise made available at purchase.
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2. SERVICES

Evolve provides online training courses and related learning services for business, compliance, employee development, healthcare, workplace safety, and other training purposes. The specific Courses, bundles, seat quantities, access periods, delivery methods, pricing, and related services purchased by Customer will be described in the applicable Order, Marketplace listing, proposal, invoice, or other written confirmation.


Subject to these Terms and Customer’s payment of all applicable fees, Evolve grants Customer and its Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the purchased Services during the applicable Access Period solely for Customer’s internal training, compliance, professional development, or other authorized business purposes.


Evolve may update, modify, replace, enhance, suspend, or discontinue features, course materials, platform functionality, delivery methods, or technical components of the Services from time to time. Evolve will not materially reduce Customer’s purchased access to active paid Services during the applicable Access Period unless required for security, legal, regulatory, vendor, technical, or operational reasons.

Unless expressly stated in an Order, Customer does not receive ownership of any Course, Course Content, software, source files, SCORM package, dispatch technology, or other Evolve intellectual property.
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3. ONLINE MARKETPLACE PURCHASES

Evolve may offer Courses and Services for purchase through its Marketplace. Marketplace purchases are subject to the descriptions, pricing, quantities, access periods, refund terms, and other details displayed at the time of purchase.
Evolve may accept or reject any order in its discretion. A purchase is not accepted until Evolve confirms the order, provides access, or otherwise begins performance.
Prices, discounts, course availability, bundles, and Marketplace offerings may change at any time. Evolve may correct pricing errors, product description errors, or availability errors and may cancel or refuse orders affected by such errors.
Unless otherwise stated in writing, fees are due at the time of purchase. Customer is responsible for all applicable taxes, duties, governmental charges, payment processing fees, and similar charges, other than taxes based on Evolve’s income.
Refunds, if any, will be governed by Evolve’s posted refund policy, the applicable Marketplace terms, or the applicable Order. Unless expressly stated otherwise, course purchases, subscriptions, and seat licenses are non-refundable once access has been provided.
Evolve may suspend access for failed payments, chargebacks, suspected fraud, misuse, security concerns, violation of these Terms, or other circumstances that create legal, operational, or financial risk to Evolve.
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4. ACCOUNTS AND AUTHORIZED USERS

Customer and its Authorized Users may be required to create Accounts to access the Services. Customer agrees to provide accurate, current, and complete information and to keep such information updated.


Customer is responsible for all activity occurring under its Accounts and for the acts and omissions of its Authorized Users. Customer shall ensure that all Authorized Users comply with these Terms.


Each login credential is for a single Authorized User only and may not be shared. Customer shall not permit multiple individuals to use the same login credentials. Customer shall promptly notify Evolve of any suspected unauthorized access, credential compromise, or security incident involving the Services.


Customer is responsible for determining which individuals should receive access to the Services, assigning Courses, monitoring completion, exporting or maintaining records, and ensuring that use of the Services aligns with Customer’s internal policies and compliance obligations.

Unless otherwise stated in an Order, unused seats may not be resold, sublicensed, or transferred outside Customer’s organization. Customer may reassign unused or deactivated seats within its organization in a reasonable manner, unless prohibited by the applicable Order.
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5. CUSTOMER RESPONSIBILITIES

Customer shall use the Services in compliance with all applicable laws, regulations, and these Terms.
Customer represents and warrants that it has all rights, permissions, notices, and consents necessary to provide Customer Data to Evolve, including learner names, business email addresses, job information, course assignments, and other information provided for account setup, course delivery, reporting, support, billing, or administration.
Customer is solely responsible for:
  1. selecting appropriate Courses for its workforce or users;
  2. determining whether a Course satisfies any legal, regulatory, accreditation, contractual, employer, or industry requirement;
  3. assigning training to appropriate learners;
  4. monitoring course completion;
  5. maintaining any required training records;
  6. implementing workplace policies, procedures, and compliance programs;
  7. verifying that its use of the Services complies with applicable law;
  8. obtaining any required consents or approvals from employees, contractors, clients, patients, customers, or other individuals; and
  9. ensuring that Customer Data and Customer-provided materials do not infringe or violate any third-party rights.
Customer shall not submit, upload, transmit, or store any unlawful, infringing, defamatory, harmful, malicious, fraudulent, obscene, discriminatory, harassing, or otherwise inappropriate material through the Services.
Customer shall not upload or provide protected health information, patient records, medical information, sensitive personal information, payment card data, government identifiers, or other regulated data unless Evolve has expressly agreed in a separate written agreement that such data may be provided and the parties have entered into any legally required data protection agreement, business associate agreement, or similar arrangement.
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6. RESTRICTIONS ON USE


Customer and Authorized Users shall not, directly or indirectly:

  1. copy, reproduce, modify, translate, adapt, distribute, publish, display, perform, sell, resell, sublicense, lease, rent, loan, transfer, or otherwise exploit the Services or Course Content except as expressly permitted by these Terms;
  2. share login credentials or allow unauthorized users to access the Services;
  3. use the Services for a service bureau, outsourcing, commercial training resale, or third-party training business unless expressly authorized in writing by Evolve;
  4. reverse engineer, decompile, disassemble, scrape, crawl, harvest, or otherwise attempt to derive source code, structure, ideas, or underlying technology from the Services;
  5. download, extract, record, duplicate, or create derivative works from Course Content except where Evolve expressly provides downloadable materials for Customer’s internal use;
  6. use Course Content to develop, train, market, sell, or improve a competing product or service;
  7. use the Services to benchmark, test, evaluate, monitor, or analyze Evolve’s availability, performance, functionality, content, pricing, or features for competitive purposes;
  8. remove, obscure, or alter copyright, trademark, proprietary, or confidentiality notices;
  9. interfere with, disrupt, or compromise the integrity, security, or performance of the Services;
  10. introduce malware, viruses, worms, malicious code, or harmful data;
  11. attempt to gain unauthorized access to the Services, accounts, systems, or networks;
  12. use the Services in violation of applicable law;
  13. use the Services to send spam, unlawful marketing communications, or unauthorized solicitations;
  14. impersonate any person or entity or misrepresent affiliation with any person or entity; or
  15. permit any competitor of Evolve to access the Services without Evolve’s prior written consent.
Evolve may suspend or terminate access if it reasonably believes Customer or any Authorized User has violated this section.
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7. COURSE CONTENT; NO LEGAL OR COMPLIANCE GUARANTEE

Evolve’s Courses and Course Content are provided for general training, educational, informational, compliance-support, and employee-development purposes. The Services do not constitute legal, medical, tax, accounting, regulatory, human resources, workplace safety, or professional advice.


Customer remains solely responsible for determining whether any Course satisfies Customer’s legal, regulatory, accreditation, contractual, workplace, or industry obligations. Course completion does not guarantee compliance with any federal, state, local, industry, contractual, accreditation, licensing, or employer requirement.


Customer should consult qualified legal, compliance, safety, medical, human resources, or other professional advisors regarding specific obligations applicable to Customer’s business, workforce, industry, or jurisdiction.

Evolve may update Course Content from time to time based on business needs, legal or regulatory developments, customer feedback, instructional design considerations, technology changes, or other factors. Evolve does not guarantee that any Course will reflect every legal development or jurisdiction-specific requirement at all times.
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8. CUSTOMER DATA

Customer retains ownership of Customer Data. Customer grants Evolve a non-exclusive, worldwide, royalty-free license to access, host, store, copy, process, transmit, display, use, and disclose Customer Data as reasonably necessary to provide, maintain, secure, support, administer, improve, and perform the Services; process transactions; provide customer support; comply with law; enforce these Terms; and exercise Evolve’s rights under these Terms.


Customer represents and warrants that Customer has all rights, permissions, notices, consents, and authority necessary to provide Customer Data to Evolve and to grant the rights described in these Terms.


Evolve may use aggregated, anonymized, or deidentified data derived from use of the Services for analytics, benchmarking, product improvement, reporting, research, security, and business purposes, provided such data does not identify Customer or any individual.


Evolve does not sell Customer Data. Evolve may share Customer Data with service providers, vendors, contractors, payment processors, hosting providers, email service providers, support providers, professional advisors, legal authorities, or other third parties as reasonably necessary to provide the Services, operate Evolve’s business, comply with law, or enforce these Terms.

Customer is responsible for exporting, downloading, or preserving any reports, certificates, completion records, or other Customer Data needed for Customer’s records. Upon expiration or termination of the applicable Access Period, Evolve may delete, archive, restrict access to, or otherwise dispose of Customer Data in accordance with its standard practices, unless otherwise required by law or agreed in writing.
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9. PRIVACY AND SECURITY

Evolve’s collection, use, and handling of personal information is described in Evolve’s Privacy Policy, which is incorporated into these Terms by reference. If there is a conflict between these Terms and the Privacy Policy regarding Evolve’s general privacy practices, the Privacy Policy will control with respect to those privacy practices. If there is a conflict between these Terms and a separately executed data processing agreement, business associate agreement, or similar written agreement, the separate written agreement will control for the subject matter it covers.


Evolve will use commercially reasonable administrative, technical, and organizational safeguards designed to protect the Services and Customer Data from unauthorized access, loss, misuse, or alteration. Customer acknowledges that no internet-based service, hosting environment, transmission method, or electronic storage system is completely secure, error-free, or uninterrupted.

Customer is responsible for maintaining the confidentiality of Account credentials, using appropriate security controls, limiting access to authorized personnel, and promptly notifying Evolve of any suspected unauthorized access or misuse.
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10. MARKETING COMMUNICATIONS; COURSE REVIEW REQUESTS

By purchasing Services, creating an Account, submitting a Marketplace order, requesting a quote, requesting a demo, downloading materials, subscribing to communications, attending an Evolve webinar or event, or otherwise providing contact information to Evolve, Customer and its representatives authorize Evolve to contact them by email and other electronic means regarding the Services.


Evolve may send transactional, relationship, administrative, service, account, course-access, assignment, completion, certificate, billing, renewal, legal, support, security, and operational communications. These communications are necessary to provide and administer the Services and may continue even if a recipient opts out of marketing communications.


Evolve may also send marketing, promotional, solicitation, newsletter, product-update, new-course, course-recommendation, renewal, upsell, cross-sell, abandoned-cart, survey, feedback, testimonial, and course-review-request communications, subject to applicable law.


Recipients may opt out of marketing emails by using the unsubscribe mechanism included in the email or by following other opt-out instructions provided by Evolve. Opting out of marketing emails will not prevent Evolve from sending transactional, relationship, account, course, legal, security, support, or operational communications.


Customer represents and warrants that any business contact information it provides to Evolve, including employee names and email addresses, has been collected and provided lawfully and may be used by Evolve to provide the Services and send communications permitted by these Terms.


Evolve may use third-party service providers to send, manage, track, analyze, or support email communications and related campaigns.

Evolve will not knowingly send marketing communications in violation of applicable law. Customer shall not use the Services to send or facilitate unlawful marketing communications, spam, or unauthorized solicitations.
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11. FEEDBACK, REVIEWS, TESTIMONIALS, AND SURVEYS

Evolve may request Feedback, including course reviews, ratings, testimonials, survey responses, suggestions, and comments regarding the Services.


Unless otherwise agreed in writing, Feedback is voluntary. Customer and Authorized Users are not required to provide positive reviews, testimonials, endorsements, or ratings as a condition of using the Services.


By submitting Feedback to Evolve, Customer and the submitting individual grant Evolve a perpetual, worldwide, royalty-free, fully paid, transferable, sublicensable license to use, reproduce, display, perform, publish, distribute, modify, excerpt, edit for length or clarity, create derivative works from, and otherwise exploit the Feedback for business, product improvement, training, customer support, sales, and marketing purposes, subject to applicable law and any written restrictions accepted by Evolve.


Evolve will not materially alter the meaning of a testimonial or review in a misleading manner. Evolve may correct typographical errors, shorten statements, or make non-substantive edits for clarity, grammar, or formatting.

Customer and Authorized Users agree that any review, testimonial, endorsement, rating, or similar statement submitted to Evolve must reflect the honest opinions, findings, beliefs, or actual experience of the person making the statement.
If Evolve offers any incentive in connection with a review, testimonial, endorsement, survey, or similar submission, the incentive is offered for honest feedback and is not conditioned on the feedback being positive, negative, favorable, or unfavorable.
Customer shall not submit fake, misleading, fabricated, deceptive, or third-party reviews or testimonials, and shall not submit a review or testimonial on behalf of another person without authorization.
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12. CUSTOMER NAMES, LOGOS, IMAGES, AND PUBLICITY RIGHTS

Unless Customer notifies Evolve in writing that it opts out, Evolve may identify Customer as an Evolve customer by name in customer lists, sales materials, presentations, website materials, and other marketing or business communications. This limited permission does not authorize Evolve to use Customer’s logo, trademark, facility image, employee image, case study, quote, or testimonial unless otherwise permitted below.
Evolve will not use Customer’s logo, trademark, branded materials, facility images, employee likenesses, photographs, videos, screenshots, quotes, testimonials, case studies, or other marketing assets in public marketing materials without Customer’s written permission, except where such use is otherwise permitted by law or by a separate written agreement.
If Customer provides Evolve with Customer Marks, images, photographs, videos, screenshots, testimonials, quotes, case-study information, employee likenesses, or other materials for marketing or promotional purposes, Customer grants Evolve a non-exclusive, worldwide, royalty-free, fully paid license to use, reproduce, publish, display, distribute, edit, and create derivative works from those materials for the approved marketing, promotional, sales, and business purposes.


Customer represents and warrants that it has obtained all rights, consents, approvals, licenses, permissions, and releases necessary for Evolve to use any Customer-provided materials, including any required permissions from employees, contractors, customers, patients, clients, photographers, videographers, designers, copyright owners, trademark owners, or other third parties.


Customer shall not provide Evolve with images, videos, testimonials, or other materials containing protected health information, patient information, confidential information, sensitive personal information, minors, or third-party proprietary materials unless Customer has obtained all required written permissions and Evolve has expressly agreed in writing to receive and use such materials.


Customer may revoke Evolve’s permission to use Customer Marks, images, testimonials, or other marketing materials prospectively by providing written notice. Revocation will apply to future use after Evolve has a reasonable time to process the request, but will not require Evolve to recall, remove, or destroy materials already printed, published, distributed, submitted, or incorporated into existing campaigns, proposals, case studies, presentations, or archived materials unless required by law or agreed in writing.

Individual marketplace purchasers are not deemed to grant Evolve permission to use their name, image, likeness, employer name, review, or testimonial in marketing solely by purchasing a Course, except to the extent they separately submit Feedback or provide written permission.
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13. INTELLECTUAL PROPERTY

Evolve and its licensors own all right, title, and interest in and to the Services, Course Content, websites, software, learning management system, dispatch technology, course files, videos, narration, scripts, assessments, designs, templates, graphics, text, interfaces, methods, processes, know-how, trademarks, service marks, logos, trade names, and all related intellectual property rights.


Except for the limited access rights expressly granted in these Terms, no rights are granted to Customer or any Authorized User by implication, waiver, estoppel, or otherwise.


Customer shall not remove, alter, obscure, or deface any copyright, trademark, confidentiality, proprietary, or other notices included in or associated with the Services.

Evolve may freely use any general Feedback, suggestions, ideas, recommendations, or enhancement requests provided by Customer or Authorized Users without restriction, compensation, attribution, or obligation, provided that Evolve will not use Customer’s confidential information, Customer Marks, identifiable learner data, or restricted marketing materials except as permitted by these Terms or another written agreement.
All rights not expressly granted to Customer are reserved by Evolve.
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14. CUSTOMER-PROVIDED MATERIALS

If Customer provides policies, procedures, logos, images, documents, scripts, training materials, business information, screenshots, branding, or other materials to Evolve for customization, course development, hosting, marketing, or other purposes, Customer retains ownership of such materials, subject to the rights granted to Evolve in these Terms or an applicable Order.


Customer grants Evolve a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, display, distribute, and create derivative works from Customer-provided materials as necessary to provide the Services, perform the applicable Order, customize Courses, provide support, or use approved marketing materials.


Customer represents and warrants that Customer has all rights necessary to provide such materials to Evolve and that Evolve’s use of such materials as authorized by Customer will not infringe, misappropriate, or violate any intellectual property, privacy, publicity, confidentiality, contractual, employment, or other rights of any person or entity.

Customer is solely responsible for the accuracy, legality, completeness, and appropriateness of all Customer-provided materials.
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15. THIRD-PARTY SERVICES

The Services may include, depend on, integrate with, link to, or be supported by third-party platforms, tools, hosting providers, payment processors, email providers, analytics providers, learning technologies, or other third-party services.
Evolve is not responsible for third-party services that it does not control. Third-party services may be subject to their own terms, policies, availability, limitations, and fees.
Evolve may change third-party service providers or technical components used to provide the Services at any time, provided such changes do not materially reduce Customer’s purchased access during the applicable Access Period.
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16. SUPPORT

Evolve will provide support using the support channels it makes available, which may include email support, help desk support, online resources, or other methods.


Unless otherwise stated in an Order, Evolve does not guarantee specific response times, resolution times, support hours, or availability levels.

Support does not include Customer’s internal IT support, device configuration, internet access, browser management, local network troubleshooting, third-party system administration, or support for systems not controlled by Evolve.
Customer is responsible for maintaining the equipment, internet access, browsers, software, and systems necessary to access the Services.
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17. PAYMENT TERMS FOR DIRECT SALES

For direct sales, invoiced transactions, enterprise purchases, subscriptions, or custom services, payment terms will be stated in the applicable Order, proposal, invoice, or written agreement.


Unless otherwise stated in writing, invoices are due upon receipt. Late payments may result in suspension or termination of access. Evolve may charge interest, late fees, collection costs, and reasonable attorneys’ fees to the extent permitted by law.


Customer shall not withhold payment based on purchase order terms, vendor onboarding requirements, internal approval delays, learner nonuse, failure to assign Courses, or failure to complete training, unless Evolve has expressly agreed in writing.

Any terms included in a Customer purchase order, vendor portal, procurement document, or similar document are rejected and will have no force or effect unless expressly signed by Evolve.
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18. TERM, ACCESS PERIOD, SUSPENSION, AND TERMINATION

These Terms begin when Customer first accepts them, purchases Services, creates an Account, accesses the Services, or otherwise uses the Services, and continue for as long as Customer or any Authorized User uses or has access to the Services.


The Access Period for purchased Courses or Services will be stated in the applicable Order, Marketplace listing, invoice, or written confirmation. If no Access Period is stated, Evolve may determine the applicable access period based on its then-current policies.

Evolve may suspend or terminate access immediately if:
  1. Customer fails to pay amounts due;
  2. Customer or an Authorized User violates these Terms;
  3. Evolve reasonably believes continued access creates a security, legal, regulatory, operational, or financial risk;
  4. Customer or an Authorized User misuses Course Content or Evolve intellectual property;
  5. Customer provides false, misleading, or unlawful information;
  6. Customer engages in fraudulent, abusive, or unlawful conduct;
  7. required third-party services become unavailable;
  8. Evolve is required to do so by law, court order, or governmental authority; or
  9. Evolve discontinues the applicable Service.


Upon expiration or termination, Customer and Authorized Users must stop using the Services and Course Content. Customer shall destroy or return any Evolve materials in its possession except materials that Evolve expressly authorized Customer to retain.


Termination does not relieve Customer of payment obligations incurred before termination.

Sections concerning restrictions, payment obligations, Customer Data, privacy, marketing permissions, reviews, testimonials, publicity rights, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, governing law, and any provisions that by their nature should survive will survive expiration or termination.
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19. CONFIDENTIALITY

Each party may receive nonpublic, confidential, proprietary, technical, business, financial, customer, learner, product, pricing, security, or operational information from the other party.


The receiving party shall use the disclosing party’s confidential information only for purposes of performing under these Terms or the applicable Order and shall protect such information using reasonable care.

Confidential information does not include information that the receiving party can show: is or becomes publicly available without breach; was known to the receiving party before disclosure; is received lawfully from a third party without confidentiality obligations; or was independently developed without use of the disclosing party’s confidential information.
Evolve’s Course Content, pricing, product roadmap, nonpublic platform information, security information, and business methods are Evolve’s confidential information.
Customer’s nonpublic business information, Customer Data, and learner records are Customer’s confidential information.
The receiving party may disclose confidential information to its employees, contractors, service providers, professional advisors, affiliates, and legal authorities as reasonably necessary, provided such disclosure is subject to appropriate confidentiality obligations or otherwise permitted by law.
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Evolve respects intellectual property rights and expects Customers and Authorized Users to do the same.

If you believe that material available through the Services infringes your copyright, you may submit a notice to Evolve containing:

  1. your physical or electronic signature;
  2. identification of the copyrighted work claimed to have been infringed;
  3. identification of the allegedly infringing material and information reasonably sufficient to permit Evolve to locate the material;
  4. your contact information;
  5. a statement that you have a good-faith belief that use of the material is not authorized by the copyright owner, its agent, or the law; and
  6. a statement, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

Copyright notices should be sent to:

Evolve Technologies, Inc. d/b/a Evolve e-Learning

Attn: Copyright Agent

PO Box 6201

Alexandria, VA 22306

Evolve may remove or disable access to allegedly infringing material and may terminate accounts of repeat infringers.
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21. WARRANTIES

Each party represents and warrants that it has the legal power and authority to enter into these Terms.
Customer represents and warrants that:
  1. all information provided to Evolve is accurate and complete;
  2. Customer has authority to bind the organization on whose behalf the Services are purchased or used;
  3. Customer has all rights and permissions necessary to provide Customer Data and Customer-provided materials to Evolve;
  4. Customer’s use of the Services will comply with applicable law;
  5. Customer will not use the Services in a manner that infringes or violates the rights of any person or entity;
  6. Customer will not provide Evolve with unlawful, infringing, misleading, or unauthorized materials; and
  7. Customer will obtain all permissions and releases required for Evolve to use Customer-provided logos, images, testimonials, quotes, case-study information, or marketing materials.
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22. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND COURSE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.”


EVOLVE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, AND COURSE OF DEALING.


EVOLVE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, TIMELY, CURRENT, COMPLETE, OR FREE FROM HARMFUL COMPONENTS.


EVOLVE DOES NOT WARRANT THAT ANY COURSE OR COURSE CONTENT WILL SATISFY ANY SPECIFIC LEGAL, REGULATORY, ACCREDITATION, LICENSING, CONTRACTUAL, EMPLOYER, OSHA, HIPAA, MEDICARE, HEALTHCARE, WORKPLACE SAFETY, HUMAN RESOURCES, OR INDUSTRY REQUIREMENT.


EVOLVE DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES WILL RESULT IN LEGAL OR REGULATORY COMPLIANCE, REDUCE RISK, PREVENT CLAIMS, PREVENT WORKPLACE INCIDENTS, OR SATISFY ANY GOVERNMENTAL, AUDITOR, ACCREDITOR, CLIENT, EMPLOYER, OR THIRD-PARTY REQUIREMENT.


CUSTOMER ASSUMES FULL RESPONSIBILITY FOR SELECTING COURSES, ASSIGNING TRAINING, IMPLEMENTING POLICIES, MONITORING COMPLETION, MAINTAINING RECORDS, AND OBTAINING PROFESSIONAL ADVICE WHERE APPROPRIATE.

Some jurisdictions do not allow certain disclaimers, so some of the above disclaimers may not apply to you.
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23. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVOLVE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SUPPLIERS, LICENSORS, RESELLERS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVOLVE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, OR ANY ORDER SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO EVOLVE FOR THE AFFECTED SERVICES DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.


THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Nothing in these Terms limits liability to the extent such limitation is prohibited by applicable law.
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24. INDEMNIFICATION

Customer shall indemnify, defend, and hold harmless Evolve and its affiliates, officers, directors, employees, contractors, suppliers, licensors, resellers, service providers, successors, and assigns from and against any third-party claims, demands, actions, proceedings, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:
  1. Customer’s or any Authorized User’s use or misuse of the Services;
  2. Customer’s or any Authorized User’s violation of these Terms;
  3. Customer Data;
  4. Customer-provided materials;
  5. Customer Marks, images, testimonials, quotes, case-study materials, or other marketing materials provided or approved by Customer;
  6. allegations that Customer-provided materials infringe, misappropriate, or violate intellectual property, privacy, publicity, confidentiality, employment, contractual, or other rights;
  7. Customer’s failure to obtain required consents, permissions, notices, licenses, approvals, or releases;
  8. Customer’s violation of applicable law;
  9. Customer’s training assignments, compliance determinations, workplace policies, or failure to comply with legal or regulatory obligations;
  10. Customer’s unauthorized use, disclosure, or submission of protected health information, sensitive personal information, or regulated data; or
  11. fraud, negligence, willful misconduct, or unlawful conduct by Customer or any Authorized User.
Evolve will indemnify Customer against third-party claims alleging that unmodified Evolve-owned Course Content or Evolve-owned software, as provided by Evolve and used in accordance with these Terms, directly infringes a United States copyright, trademark, or patent.
Evolve will have no indemnification obligation for claims arising from:
  1. Customer Data;
  2. Customer-provided materials;
  3. Customer Marks;
  4. Customer’s instructions, specifications, or requested customizations;
  5. use of the Services in combination with materials, systems, products, or services not provided by Evolve;
  6. modifications not made by Evolve;
  7. misuse or unauthorized use of the Services;
  8. use after Evolve provides notice to stop;
  9. third-party services; or
  10. materials or content not owned or controlled by Evolve.


If a claim of infringement is made or appears possible, Evolve may, at its option, procure the right for Customer to continue using the affected Services, replace or modify the affected Services, or terminate the affected Services and provide a prorated refund of prepaid unused fees for the affected Services. This section states Customer’s exclusive remedy for infringement claims.

The indemnified party shall promptly notify the indemnifying party of the claim, provide reasonable cooperation, and permit the indemnifying party to control the defense and settlement, provided that the indemnifying party may not settle any claim in a manner that admits fault by the indemnified party or imposes non-monetary obligations on the indemnified party without prior written consent.
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25. INJUNCTIVE RELIEF

Customer acknowledges that unauthorized use, copying, distribution, disclosure, reverse engineering, resale, or misuse of the Services, Course Content, Evolve intellectual property, confidential information, or login credentials may cause irreparable harm for which monetary damages may be inadequate.
Evolve may seek temporary, preliminary, permanent, or other equitable relief in any court of competent jurisdiction to prevent or stop such harm, without the requirement of posting bond or other security to the extent permitted by law.
Evolve’s equitable remedies are cumulative and not exclusive of any other rights or remedies available at law or in equity.
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26. EXPORT CONTROL AND SANCTIONS

Customer shall not access, use, export, re-export, transfer, or provide access to the Services in violation of United States export control laws, sanctions laws, embargoes, restricted-party rules, or other applicable trade control laws.


Customer represents and warrants that neither Customer nor any Authorized User is located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and is not listed on any restricted-party list maintained by the U.S. government.

Customer shall not use the Services for any purpose prohibited by applicable export control, sanctions, or trade compliance laws.
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27. ELECTRONIC COMMUNICATIONS AND ELECTRONIC SIGNATURES

Customer agrees that Evolve may provide agreements, notices, disclosures, confirmations, invoices, receipts, account communications, course communications, support communications, legal notices, and other communications electronically.
Customer agrees that electronic communications satisfy any legal requirement that such communications be in writing.
Customer agrees that electronic signatures, clickwrap acceptance, online checkout acceptance, account creation, email confirmation, and other electronic indications of assent are valid and binding to the fullest extent permitted by law.
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28. NOTICES

Evolve may provide notices by email to the email address associated with Customer’s Account, by posting within the Services, by posting on Evolve’s website, or by mail to Customer’s address on file.
Customer may provide legal notices to Evolve at:
Evolve Technologies, Inc. d/b/a Evolve e-Learning
Attn: Legal Notices
PO Box 6201
Alexandria, VA 22306


Notices sent by email will be deemed received when sent, unless the sender receives an automated delivery failure notice. Notices sent by mail will be deemed received upon delivery.

Marketing opt-outs are governed by the unsubscribe or opt-out instructions provided in marketing communications and are not required to follow this formal notice process.
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29. FORCE MAJEURE

Neither party will be liable for any delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control, including acts of God, natural disasters, severe weather, war, terrorism, civil unrest, labor disputes, governmental actions, epidemics, pandemics, public health emergencies, power failures, internet failures, hosting failures, vendor outages, cyberattacks, denial-of-service attacks, payment processor outages, supply chain interruptions, or other events beyond the affected party’s reasonable control.
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30. ASSIGNMENT

Customer may not assign or transfer these Terms, any Order, or any rights or obligations under them without Evolve’s prior written consent.
Evolve may assign or transfer these Terms, any Order, and any rights or obligations under them without Customer’s consent to an affiliate, successor, acquirer, purchaser, or other entity in connection with a merger, acquisition, reorganization, financing, sale of equity, sale of assets, change of control, or corporate transaction.
Any attempted assignment in violation of this section is void.
These Terms bind and benefit the parties and their permitted successors and assigns.
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31. GOVERNING LAW; DISPUTE RESOLUTION

These Terms and any dispute arising out of or relating to the Services will be governed by the laws of the State of Virginia, without regard to conflict-of-law rules.


The parties shall first attempt to resolve any dispute informally and in good faith. If the dispute is not resolved informally, either party may pursue the remedies available under these Terms.


Any claim or dispute arising out of or relating to these Terms or the Services shall be resolved by binding arbitration, except that either party may seek injunctive or equitable relief in court for misuse of intellectual property, confidential information, or unauthorized access to the Services.

The arbitration shall be conducted by a recognized alternative dispute resolution provider agreed by the parties. If the parties cannot agree on a provider, either party may request that a court of competent jurisdiction appoint an arbitrator.
The arbitration may be conducted by telephone, videoconference, online proceeding, written submissions, or another procedure determined by the arbitrator. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
To the fullest extent permitted by law, disputes shall be resolved only on an individual basis. Neither party may bring or participate in any class, collective, consolidated, representative, or private attorney general action against the other party.
Each party waives any right to a jury trial for disputes arising out of or relating to these Terms or the Services.
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32. ORDER OF PRECEDENCE

If there is a conflict among documents, the following order of precedence applies unless expressly stated otherwise:
  1. a signed master services agreement or other signed agreement between the parties;
  2. a signed business associate agreement, data processing agreement, or similar data protection agreement, but only for the subject matter it covers;
  3. a signed Order, proposal, statement of work, or invoice;
  4. Marketplace checkout terms or product-specific terms;
  5. these Terms;
  6. the Privacy Policy.
Customer purchase orders, vendor portal terms, procurement terms, or similar Customer documents do not modify or override these Terms unless expressly signed by Evolve.
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33. MODIFICATIONS TO THESE TERMS

Evolve may update these Terms from time to time. Updated Terms will be posted on Evolve’s website or otherwise made available through the Services.


For Marketplace purchases and online users, continued use of the Services after updated Terms are posted or made available constitutes acceptance of the updated Terms.

For active direct-sale Orders, material changes to these Terms will apply prospectively unless otherwise agreed in writing or unless the changes are required by law, security needs, vendor requirements, or operational necessity.
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34. GENERAL TERMS

These Terms, together with any applicable Order and incorporated policies, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, proposals, discussions, or communications regarding the subject matter.


If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will remain in effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.


Failure to enforce any provision does not waive the right to enforce that provision later.


The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, franchise, fiduciary, or employment relationship.


There are no third-party beneficiaries to these Terms except Evolve’s affiliates, suppliers, licensors, resellers, service providers, officers, directors, employees, contractors, successors, and assigns to the extent they are expressly protected by these Terms.

Headings are for convenience only and do not affect interpretation.
The word “including” means “including without limitation.”
These Terms may be accepted electronically and may be incorporated into online purchases, clickwrap agreements, invoices, proposals, and other electronic or written transactions.
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35. CONTACT INFORMATION

Questions about these Terms may be directed to:
Evolve Technologies, Inc. d/b/a Evolve e-Learning
PO Box 6201
Alexandria, VA 22306
www.evolveelearning

Follow the link below to view Evolve e-Learning’s Privacy Policy.