These Terms of Service (“Terms”) govern access to and use of the Affinity website located at www.itsaffinity.com (the “Site”) and the Affinity platform, training content, and related services (collectively, the “Services”) provided by Affinity Learning Inc., a Delaware corporation (“Affinity,” “we,” “us,” or “our”).
By accessing or using the Site or Services, registering for an account, executing an order form, or otherwise indicating acceptance, you (“Customer,” “you,” or “your”) agree to be bound by these Terms. If you are entering into these Terms on behalf of an entity, you represent that you have authority to bind that entity.
If you do not agree to these Terms, you may not access or use the Services.
The “Services” include:
(a) the Affinity platform for offering, tracking, managing, and recording training for internal or external users, the policy management portal, and any other products that Affinity may launch as part of the core platform from time to time (the “Platform”);
(b) training modules, courses, lesson plans, assessments, templates, and related materials;
(c) tools for administering and tracking training;
(d) tools for managing policies; and
(e) any additional services identified in an applicable order form.
Services exclude third-party products or services, even if integrated with the Platform.
You may access Services through a signed order form, self-serve registration, or a free trial.
“Authorized Users” means employees, contractors, or external organizations you authorize to access the Services.
You are responsible for:
• all activity under your account
• compliance with these Terms by Authorized Users
• maintaining credential confidentiality
Credential sharing is prohibited and constitutes a material breach.
Fees are specified in your order form or checkout process.
You agree to maintain a valid payment method. Fees may be charged automatically or invoiced.
Fees are non-refundable unless expressly stated.
Failure to pay may result in suspension. Nonpayment beyond sixty days is a material breach.
Trial Services are provided as is without warranties or indemnities.
Trial data may be deleted at the end of the trial unless converted to a paid subscription or exported.
Affinity’s liability for Trial Services shall not exceed $1,000 to the extent permitted by law.
The subscription term begins on the effective date and continues for the period specified in the order form.
If unspecified, the default term is one year with automatic annual renewal unless written notice is provided thirty days prior to renewal.
Either party may terminate for uncured material breach after ten days’ notice.
Upon termination:
• access ceases
• unpaid fees accelerate
• no refunds unless expressly stated
Affinity Ownership
Affinity retains all right, title, and interest in and to:
• the Platform and underlying software
• all training modules, lesson plans, scripts, assessments, videos, templates, and related materials
• instructional design, structure, sequence, methodologies, compliance frameworks, embedded logic, and policy workflows
• updates, enhancements, and derivative works
• all related intellectual property rights
These materials are collectively referred to as “Affinity Content.”
License to Use
Affinity grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services and Affinity Content solely for your internal business purposes during the subscription term.
Customer Customizations
You may customize training modules or policies using Platform tools, including adding branding, inserting policies, or supplementing materials.
To the extent you independently create original content and upload it into the Services, you retain ownership of that original content, referred to as “Customer Materials.”
However:
(a) All underlying Affinity Content remains the exclusive property of Affinity.
(b) Any training module or policy that incorporates Affinity Content is a derivative work of Affinity Content.
(c) Modification, rearrangement, supplementation, or branding does not transfer ownership of Affinity Content.
(d) The instructional structure, compliance framework, embedded methodologies, and platform logic remain Affinity’s intellectual property.
You own what you independently create. Affinity owns the Platform and all underlying content.
Restrictions on Export and Competitive Use
You may not:
• export, download, reproduce, or reuse Affinity Content outside the Platform except as expressly permitted
• use customized or non-customized training or policy content to develop competing products or services
• distribute Affinity Content beyond Authorized Users
Aggregated Data
Affinity may collect and use aggregated and anonymized data derived from use of the Services for analytics, benchmarking, product improvement, and marketing purposes. Such data will not identify you or any individual.
Feedback
If you provide suggestions or feedback, Affinity may use them without restriction or compensation. You grant Affinity a perpetual, irrevocable, worldwide license to use such feedback.
All rights not expressly granted are reserved by Affinity.
AI Features
The Services may include artificial intelligence or machine learning powered features, including tools that assist in drafting, summarizing, customizing, or enhancing training materials, policies, procedures, and related content. These features may rely on third-party models, including models provided by OpenAI.
No Model Training on Customer Data
Affinity does not use Customer Materials or Customer Data to train public or shared foundation models. Customer content submitted through AI features is processed solely for the purpose of generating the requested output and is not used by Affinity to retrain or improve underlying third-party foundation models.
Affinity may use aggregated and anonymized usage data to improve product functionality and performance, provided such data does not identify Customer or any individual.
Nature of AI Outputs
AI-generated outputs are probabilistic in nature and may be inaccurate, incomplete, inconsistent, or outdated.
Customer is solely responsible for reviewing, validating, editing, and approving any AI-generated content before relying on, distributing, or implementing it.
Ownership of AI Outputs
Subject to compliance with these Terms, Customer owns AI-generated outputs produced specifically in response to Customer inputs, except to the extent such outputs incorporate Affinity Content.
Affinity retains ownership of the Platform, underlying prompts, system architecture, templates, compliance frameworks, and all pre-existing Affinity Content.
To the extent AI-generated outputs incorporate Affinity Content, such outputs remain derivative works of Affinity Content.
Usage Restrictions
Customer may not:
• use AI features to develop competing products or services
• attempt to reverse engineer prompts or system architecture
• use AI features to generate unlawful or infringing content
• exceed documented usage caps or limits
Affinity may suspend or limit AI access for misuse.
Regulatory Compliance Disclaimer
The Services, including training modules, templates, AI-generated content, and related materials, are provided for educational and informational purposes only.
Affinity does not provide legal advice, regulatory advice, or compliance certification services. Nothing in the Services constitutes legal counsel, a formal compliance opinion, or a guarantee that use of the Services will satisfy any federal, state, or international regulatory requirement.
Regulatory frameworks evolve and enforcement priorities change. Customer is solely responsible for determining whether the Services are appropriate for its specific business model and regulatory obligations.
Customer remains solely responsible for:
• designing and implementing its compliance program
• ensuring policies and training reflect applicable law
• validating the accuracy and completeness of all content before use
• responding to regulatory examinations or inquiries
Affinity does not represent or warrant that use of the Services will prevent regulatory findings, enforcement actions, penalties, litigation, or supervisory criticism.
Each party agrees to protect confidential information and use it solely to perform under these Terms.
Confidential information excludes information that is public, independently developed, or lawfully received.
You may not:
• reverse engineer or copy the Services
• use the Services to compete with Affinity
• scrape or extract data
• resell or sublicense the Services
• introduce malicious code
• violate applicable law
Affinity may suspend access upon suspected violation.
Affinity processes data according to its Privacy Policy.
You represent that you have appropriate rights and consents for Customer Data.
The Services may integrate with or link to third-party services.
Affinity does not control or endorse third-party services and is not responsible for their content, availability, or practices.
Your use of third-party services is governed solely by your agreement with those providers.
Affinity warrants that the Services will perform materially in accordance with documentation during the subscription term.
Except as expressly stated, Services are provided as is and as available.
Affinity does not warrant that training content will fulfill your regulatory or compliance obligations and expressly disclaims any representation that such content constitutes legal advice.
Affinity disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
Affinity will defend and indemnify you against third-party claims alleging that the Services infringe intellectual property rights, subject to notice and cooperation.
You will defend and indemnify Affinity against claims arising from:
• Customer Materials
• misuse of the Services
• violation of these Terms
Neither party is liable for indirect, incidental, consequential, special, exemplary, or punitive damages.
Each party’s aggregate liability shall not exceed fees paid in the twelve months preceding the claim.
This limitation does not apply to indemnification obligations, breaches of confidentiality, intellectual property violations, or gross negligence.
Before initiating arbitration, the parties will attempt good faith informal resolution for thirty days.
Any dispute arising from these Terms shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.
Arbitration shall occur in Wilmington, Delaware before a single arbitrator.
You waive any right to participate in a class action or jury trial.
Either party may seek injunctive relief in court for intellectual property or confidentiality violations.
Neither party is liable for delays or failure to perform due to causes beyond reasonable control, including natural disasters, internet failures, labor disputes, governmental actions, or cyber events.
You may not assign these Terms without prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets where the successor agrees in writing to be bound.
Affinity may assign these Terms without consent in connection with a merger, acquisition, sale of assets, or corporate reorganization.
Affinity may identify you as a customer and use your name and logo in marketing materials.
You represent that you are not subject to U.S. sanctions and will comply with applicable export laws.
These Terms are governed by Delaware law.
Affinity may update these Terms from time to time. Continued use constitutes acceptance.
This agreement is between you (the “Customer”) and Affinity Learning, Inc. (formerly known as itsAffinity LLC) (“Affinity”) regarding your purchase of any “Service” from Affinity.
The “Services” mean the (i) a platform to offer, track, and record trainings for external and internal customers; (ii) use of training content that is offered by Affinity; (iii) the ability to offer training to authorized users, and (iv) any other products and services that are ordered by Customer from Affinity in an order form (including the Master Services Agreement, the “Order Form”) as executed by both parties.
Affinity will make the Services available to the Customer once an Order Form has been executed by the Customer, all payment details have been provided, and pre-conditions necessary to activate the Services have been received by Affinity (including, without limitation, the Customer setting up and onboarding an account). Prior to such time, Affinity will provide onboarding support as required but will not be required to activate the Services.
Affinity and Customer will sign an order form that will include a term for the Services and any termination triggers (including, without limitation, termination for cause and termination for convenience). Affinity will only be required to adhere to any repayment of fees in accordance with the Order Form as executed by both parties.