This Terms of Service (the "Agreement”) is a legal agreement between STNDRD (referred to as "STNDRD,” "we,” or "us”) and the client organization using the STNDRD platform (referred to as "Organization,” "you,” or "Customer”). This Agreement governs your access to and use of STNDRD’s industrial and manufacturing augmented reality training platform, including any related applications, websites, and services (collectively, the "Platform” or "Service”). By signing an order, registering an account, or by accessing or using the Platform, you acknowledge that you have read and agree to be bound by this Agreement. If you are accepting on behalf of an Organization, you represent that you have the authority to bind that Organization to these terms. If you do not agree with these terms, you must not use the Platform.
Note: In the event of any conflict between this Agreement and a separately negotiated master services or subscription agreement signed between your Organization and STNDRD, the terms of the signed agreement will prevail. STNDRD may update these Terms of Service from time to time as described in Section 15 (Changes to Terms); continued use of the Platform after an update constitutes acceptance of the revised terms.
For the purposes of this Agreement, the following capitalized terms have the meanings given below. The Platform is used by different types of users with distinct roles, which are defined as follows:
Additional Definitions: Terms not otherwise defined here are defined contextually in the Agreement. In this Agreement, "including” means "including without limitation.” References to "days” are to calendar days unless stated otherwise.
To use the Platform, the Organization must establish an account. During onboarding, STNDRD will typically assist the Organization’s designated Admin in setting up the Organization’s account. The Admin can then create individual User, Author, Manager, or additional Admin accounts for people within the Organization. Each User must have unique login credentials. The Organization is responsible for ensuring that all individuals who are granted access (in any role) are authorized and for promptly removing access for any individual who should no longer have it (for example, upon leaving employment or changing roles).
You (the Organization and all of your Users) are responsible for maintaining the confidentiality and security of login credentials. Login details must not be shared between individuals. The Organization will ensure that Admins, Managers, Authors, and Users keep their access keys secure. If you suspect any unauthorized access to your Organization’s account or a compromise of any credentials, you must notify STNDRD immediately. STNDRD is not liable for any loss or damage arising from unauthorized use of accounts if caused by your failure to safeguard credentials.
The Platform is intended for use by employees or authorized personnel of the Organization. You may not permit any person who is not authorized by your Organization to access or use the Platform. The Platform is not intended for personal consumer use or for individuals under the age of 18. You agree to only provide access to individuals who are of legal working age and who have been appropriately trained or briefed on how to safely use the AR equipment in your work environment.
The Organization is responsible and liable for all actions and omissions of its Admins, Managers, Authors, and Users on the Platform. Any act or omission by your personnel that would constitute a breach of this Agreement if committed by you will be deemed a breach by the Organization. You agree to ensure that all Users and role-holders are aware of and adhere to the terms of this Agreement, including all safety requirements and usage rules. If the Organization becomes aware of any violation of this Agreement by any User, Author, Manager, or Admin, it will promptly take all appropriate remedial actions (such as suspending or terminating that person’s access) and notify STNDRD if needed.
Subject to the terms of this Agreement and the Organization's payment of any applicable fees, STNDRD grants the Organization a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform during the subscription term for the Organization's internal training and business purposes. This license allows your authorized Users, Authors, Managers, and Admins to access and use the Platform in accordance with their role, solely for your Organization's training, educational, and operational support needs. All rights not expressly granted to you are reserved by STNDRD and its licensors.
The Platform may only be used for lawful purposes and as intended – namely, to create, deliver, and manage augmented reality training content for your Organization's personnel. You shall use the Platform only in accordance with the provided documentation and instructions. Users, Authors, and Managers may interact with the Platform's features (such as accessing training modules, recording training performance, creating content, etc.) within the scope of permissions granted by your Admin. The Organization may not use the Platform to provide services to third parties (for example, offering AR training as a service to entities outside your Organization) without prior written approval from STNDRD. The Platform is licensed, not sold, to you – you obtain no ownership rights in the Platform itself.
You and your Users agree not to misuse the Platform. Unless expressly allowed by STNDRD, you shall NOT:
Violation of any of the above Prohibited Uses is a material breach of this Agreement and may result in immediate suspension or termination of access to the Platform, as well as potential legal consequences.
The STNDRD Platform is designed for use with specific augmented reality (AR) and virtual reality (VR) hardware. As of the date of this Agreement, the Platform supports AR/VR headsets including the Meta Quest series (e.g., Meta Quest 2 and above) and the Apple Vision Pro. Your Organization is responsible for providing and maintaining its own compatible hardware devices for Users. STNDRD may update the list of supported devices from time to time as technology evolves. In addition to headsets, STNDRD is actively developing and testing versions of the Platform for additional interfaces – including mobile devices (smartphones), tablets, and standard web browsers – to broaden accessibility. While support for mobile, tablet, and web access is planned in the near future, these modes may be released gradually and may have limited functionality compared to the full headset experience. STNDRD will announce when such alternative access modes become available and any special terms or requirements that apply to them.
Using the Platform requires that your devices meet certain technical requirements. For AR/VR headsets, you must ensure that the device's system software is up to date and that it is configured to work with the STNDRD application. You may need to download and install the STNDRD app from the official device app store (for example, the Meta Quest Store or Apple App Store for Vision Pro) or via enterprise deployment methods. Some features may require granting the app access to device sensors such as cameras, motion sensors, or eye-tracking systems (if available on the device). The Organization is responsible for configuring its networks and devices to allow secure connectivity to the Platform (for instance, whitelisting the STNDRD service endpoints if behind a corporate firewall).
The Platform is a cloud-based, online service. Offline functionality is not supported. In order to access training content and have user progress data sync correctly, a persistent internet or network connection is required during use. Users will generally not be able to load new training modules or record their performance if the AR device is offline. If connectivity is lost momentarily, some limited cached content may be viewable, but data and results will not sync to the Platform until connectivity is restored. The Organization is responsible for providing a reliable network connection in the areas where the AR training will be conducted (such as Wi-Fi in a training facility or a tethered connection for the headset). STNDRD is not liable for any issues or data loss arising from using the Platform without an active internet connection or due to network instability on the Organization's side.
Use of the Platform on the supported devices means you are also subject to the terms and user agreements of those device manufacturers or any third-party operating systems (for example, Meta's or Apple's end-user terms for using their hardware/software). It is your responsibility to comply with those terms and ensure that use of the STNDRD Platform on those devices does not violate any device usage guidelines. STNDRD is not affiliated with Meta, Apple, or other hardware providers, and we do not guarantee the continuous compatibility of the Platform with any specific device or operating system version. However, we will use commercially reasonable efforts to maintain compatibility with current versions of supported hardware and will communicate any major changes or requirements.
As between the Organization and STNDRD, the Organization (or its licensors) retains all rights, title, and interest in and to the Organization Content you or your Users upload or create on the Platform. STNDRD does not claim ownership of your Organization Content. You are solely responsible for the legality, quality, and rights to all Organization Content. By uploading or creating content on the Platform, you represent and warrant that you have all necessary rights and permissions to use that content and to grant the license below to STNDRD. You also agree that no Organization Content will contain confidential information of any third party unless you have permission, or content that violates any law or rights.
To enable STNDRD to provide the Service, you hereby grant STNDRD and its affiliates a limited, worldwide, non-exclusive license to host, store, transfer, display, perform, reproduce, and process your Organization Content solely for the following purposes: (a) to provide and operate the Platform for your Organization's use (including processing the data to display it back to authorized Users, making backup copies, etc.); (b) to troubleshoot and support the Platform (for example, if you contact STNDRD for a support issue, our engineers or support staff may need to access your content or data to diagnose and fix the problem); (c) to improve and develop the Platform's features and performance (for example, analyzing how Users as a whole interact with certain types of training content, or using aggregated data to optimize our software's algorithms); and (d) to ensure legal compliance and security, both for you and STNDRD (such as scanning for content that may violate acceptable use rules, or accessing content as required to respond to lawful requests or to prevent illegal activities). This license to STNDRD is limited to the above purposes and STNDRD will not use or disclose your Organization Content for any other purpose without your instruction or consent, except as required by law. STNDRD's rights to Organization Content will cease when this Agreement ends and your data is deleted from our systems, except to the extent retention is required by law or permitted under the Privacy Policy (see Section 8) for archival analytics in anonymous form.
The Platform allows the Organization to use training content created by third parties, such as consultants, contractors, or STNDRD's own professional services team engaged by you. In such cases, the ownership of that content as between you and the third party will be determined by your separate agreement with the creator (for example, a work-for-hire contract or license agreement). Regardless of that underlying arrangement, when such content is uploaded to your Organization's account on the Platform, it is treated as "Organization Content" under this Agreement. You are responsible for ensuring that any third-party content provider grants your Organization sufficient rights such that you can legally upload and use the content on the Platform and grant STNDRD the rights to process it as described above. STNDRD will assume that you have obtained all necessary permissions for any content you or your agents upload. If STNDRD is notified or becomes aware that any Organization Content may infringe a third party's rights or violate law, STNDRD may remove or disable access to that content and will notify the Organization. It remains your responsibility to resolve any such issues with the content's owner and to provide substitute content if needed.
Except for the Organization Content, all rights, title, and interest in the Platform and all software, technology, information, and materials used by or provided by STNDRD in connection with the Platform are owned by STNDRD or its licensors. This includes the Platform software (both client and server components), the design and user interface, the underlying code, databases, algorithms, and data structures, any content or instructional materials provided by STNDRD (such as demo training modules or stock images/models), and all documentation, manuals, and know-how related to the Platform (collectively, "STNDRD IP"). STNDRD IP also includes the STNDRD name, logos, and all trademarks or brand features. Using the Platform under this Agreement does not transfer to you any ownership of or rights in the STNDRD IP. The Organization is granted only the limited license to use the Platform and STNDRD IP as set forth in Section 3. You may not use STNDRD's name or marks in any publicity or marketing (except internal use of the platform name) without our prior written consent. Likewise, you shall not remove or alter any copyright, trademark, or proprietary notices on the Platform or any STNDRD content.
STNDRD represents that it has the necessary rights to provide the Platform and to grant you the license for its use. If any third party alleges that the Platform (in its unmodified form as provided by STNDRD) infringes their intellectual property rights, STNDRD will take responsibility for addressing such claim – for example, by defending against it or by modifying or replacing infringing parts – and will ensure that your use of the Platform can continue, or if not possible, terminate this Agreement with appropriate consequences. (Specific procedures for IP infringement claims may be further detailed in a separate IP indemnification policy or in a negotiated contract with your Organization.)
We welcome feedback and suggestions for improvement of the Platform from our clients. If your Organization or Users provide STNDRD with any ideas, proposals, suggestions or other feedback (collectively, "Feedback") regarding the Platform or related services, you acknowledge that STNDRD is free to use and incorporate that Feedback in our products and services without any payment or restriction. Feedback is entirely voluntary and will not be considered your confidential information, so please do not provide any feedback that you expect compensation for or that is subject to third-party intellectual property claims.
In the course of providing the Platform, STNDRD will collect data about how the Platform is used and how training is performed. This includes performance data (e.g. training completion status, quiz or assessment results, time taken to complete tasks, error rates, etc.), usage metadata (e.g. which modules were accessed, session duration, interaction logs, device identifiers, and other analytics), and environmental or sensor data captured by the AR devices during use. For example, the Platform may record where a User is focusing in a training module, which steps they repeated, or how they moved through a procedure. Gesture Tracking: The Platform uses hand and gesture tracking via device sensors (such as outward-facing cameras on headsets) to allow Users to interact with virtual content (e.g. selecting menu options with a hand movement, or manipulating a virtual object). These interactions may be logged by the system to verify task completion or to analyze usability.
In future updates, STNDRD may introduce features that utilize biometric indicators, such as eye tracking or gaze detection, to enhance the training experience (for example, to advance a tutorial when a User has looked at a certain object, or to assess engagement by tracking where attention is directed). If and when such features are implemented, STNDRD will provide clear notice and obtain any required consents from Users or the Organization before activating the collection of biometric data. Any eye tracking or similar biometric data would be handled as sensitive personal data, used strictly for the stated functionality (e.g., improving interactivity or measuring training effectiveness), and protected in accordance with applicable privacy laws. STNDRD will also allow the Organization to disable or opt out of biometric features if required by law or policy.
The data collected about Users and their performance is primarily used to provide the service to the Organization — for example, presenting Managers with dashboards of trainee progress, or allowing Users to review their own performance. Additionally, STNDRD may use aggregated and anonymized data across all clients and users to improve the Platform's functionality and to derive insights. For instance, we might aggregate data to understand average completion times for certain training tasks or to identify common points of difficulty across all users. Before using any data for such Platform improvement or analytical purposes, STNDRD will ensure the data is de-identified so it does not reveal the identity of specific individuals or Organizations. Anonymized usage statistics or benchmarks may be used by STNDRD to improve content, optimize software performance, develop new features, or publish industry insights, but we will not publicly disclose any data that identifies your Organization without permission.
STNDRD is committed to protecting the privacy and security of personal data processed via the Platform. Any personal information of Users (such as names, work contact details, training records, or any biometric identifiers if applicable) will be handled in accordance with the STNDRD Privacy Policy and in compliance with applicable data protection laws. The Organization, as the employer or enterprise, may also have its own responsibilities under privacy laws (for example, informing employees of how their data will be used in training). STNDRD will support the Organization's compliance efforts by providing necessary information about our data processing activities. Each party agrees to comply with applicable privacy and data protection laws in relation to personal data processed under this Agreement. In particular, if any laws require consent or other legal basis for the collection of certain data (such as biometric data or monitoring of employees), the Organization will ensure such consent or basis is obtained, and STNDRD will provide features or settings to facilitate compliance (such as the ability to turn off certain data collection if not consented to).
STNDRD implements industry-standard security measures to protect Organization Content and personal data against unauthorized access, loss, or theft. These measures include encryption of data in transit, access controls to production systems, regular security testing, and employee training on data handling. However, no system is perfectly secure; the Organization is also responsible for safeguarding its own systems and endpoints. This means ensuring that devices used to access the Platform are secure (running up-to-date firmware, not jailbroken or rooted, protected from unauthorized physical access) and that your personnel follow good security practices (e.g., not leaving devices unattended while logged in). In the event of any security incident involving unauthorized access to Organization Content or personal data (a "Data Breach"), STNDRD will promptly notify the Organization and provide information to assist in meeting any reporting obligations. STNDRD will also take reasonable steps to contain and investigate the incident and prevent future occurrences.
The Platform currently does not share personal data or Organization Content with any third-party services or integrations outside of STNDRD's own systems, except as needed for our cloud hosting and service infrastructure (which are bound by confidentiality and data processing agreements). In other words, STNDRD does not presently integrate with external software or expose your data to third-party applications as part of the standard service. If in the future STNDRD offers optional integrations with third-party tools (for example, an integration to import content from a third-party library, or to export data to an LMS or HR system), such features will be subject to additional terms and privacy disclosures. STNDRD would update this Agreement and/or its Privacy Policy to reflect any significant data sharing with or through third-party services, and would obtain any necessary consents. Use of any third-party integration by the Organization would be optional and governed by the third party's terms, which the Organization would have the opportunity to review and accept.
Using augmented reality headsets and the Platform in industrial and manufacturing environments requires special attention to health and safety. By using the Platform, you acknowledge and agree to the following safety terms:
By agreeing to these terms, the Organization confirms that it understands the inherent risks of using AR/VR technology in the workplace and that it will take all necessary precautions to mitigate those risks. STNDRD will provide general guidelines for safe use upon request, but these are supplementary and do not relieve the Organization of its own obligations to maintain a safe working and training environment.
For the purposes of this Agreement,"Confidential Information" means any non-public or proprietary information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is either designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of the Organization includes all Organization Content and any business, technical or training information you provide to STNDRD. Confidential Information of STNDRD includes the Platform software (including source code), algorithms, documentation, product roadmaps, pricing information, and any non-public information we provide about our business. The terms and conditions of this Agreement, and discussions between the parties regarding the service, are also Confidential Information of both parties.
Information does not count as Confidential Information if the Receiving Party can show that: (a) it was already lawfully known or in possession of the Receiving Party without an obligation of confidentiality before receiving it from the Disclosing Party; (b) it is or becomes publicly available through no fault of the Receiving Party (not violating this Agreement); (c) it was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s confidential information; or (d) it was rightfully obtained from a third party who had the right to provide it without breaching any confidentiality obligation.
The Receiving Party agrees to use the Disclosing Party's Confidential Information only for purposes of fulfilling its obligations and exercising its rights under this Agreement (in our case, to provide the service; in your case, to use the service). The Receiving Party will not disclose or permit access to the Disclosing Party’s Confidential Information to any third party, except to its own employees or contractors who need to know it for the permitted purpose and who are bound by confidentiality obligations at least as strict as those herein. The Receiving Party must protect the Disclosing Party’s Confidential Information with the same degree of care it uses to protect its own similar confidential information, but in no event less than reasonable care.
If the Receiving Party is required by law, regulation, or court order to disclose any of the Disclosing Party’s Confidential Information, it may do so only to the extent required (and if permitted, after giving prompt notice to the Disclosing Party to seek a protective order or other remedy). For example, if a court subpoenas training records for legal proceedings, STNDRD would, if legally allowed, notify the Organization and give an opportunity to object or seek confidentiality, but ultimately might have to comply with the lawful order to produce specified data.
Except as otherwise provided in this Agreement, upon termination of this Agreement or upon the Disclosing Party’s written request, the Receiving Party will promptly return or destroy (and certify destruction of) all Confidential Information of the Disclosing Party in its possession or control. STNDRD may retain archival copies of Organization Content or data as required by law or for routine backup, but subject to continued confidentiality obligations. Likewise, the Organization may retain a reasonable number of copies of STNDRD Confidential Information if required for legal archival purposes (e.g., retaining a copy of this contract for legal records).
We understand that the Organization Content (including training materials and possibly data about your operations or products contained in those materials) may be sensitive and proprietary to your business. STNDRD will treat all Organization Content as Confidential Information of the Organization. STNDRD Personnel will access and handle your Content only as reasonably necessary to provide the Service (including support and improvements as described in Section 5) or as otherwise authorized by you. STNDRD will not disclose your Organization Content to any third party except as needed to our service providers for infrastructure (who are bound by confidentiality) or as compelled by law, as noted above.
The Organization agrees to keep confidential any non-public information about the Platform or STNDRD’s business that you may receive. For example, if you participate in a beta test of a new feature, any details about that feature should be kept confidential. You also agree not to disclose any performance or security testing results on the Platform to any third party without our consent (to prevent misuse of such information by malicious actors).
These confidentiality obligations remain in effect during the term of this Agreement and for a period of at least five (5) years after its termination (or indefinitely, in the case of trade secrets, personal data, or as long as required by law/regulation).
Except as explicitly set forth in this Agreement, STNDRD provides the Platform and all related services"AS IS" and"AS AVAILABLE," without any warranties of any kind. To the maximum extent permitted by applicable law, STNDRD disclaims all implied or statutory warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. We do not guarantee that the Platform will meet all of your requirements, or that it will achieve any particular results, or that it will operate uninterrupted or error-free.
The Organization acknowledges that the effectiveness of training using the Platform depends on many factors beyond STNDRD’s control, including the quality of your Organization Content, the aptitude of Users, and the context in which training is delivered. STNDRD makes no warranty or representation that any User’s performance or results will improve, that any specific operational error or safety incident will be prevented by using the Platform, or that Users will retain knowledge to any particular degree. The Platform is a tool to assist and enhance your training programs, but it is not a guaranteed solution or a substitute for hands-on experience and good safety practices.
Any content or guidance provided within the Platform (such as safety checklists, procedural templates, or regulatory references) is for informational purposes only. STNDRD is not providing legal, regulatory, or compliance advice. While training modules may reference industry standards or regulations (for example, a module might teach OSHA lockout/tagout procedures or ISO standards), STNDRD does not warrant that following the training content will fully satisfy legal obligations. The Organization should consult its own compliance experts or legal counsel to ensure that all regulatory requirements are met. The Platform’s materials are not a certification and do not carry official accreditation by any regulatory body.
STNDRD strives for high availability, but we do not guarantee that the Platform will be available 100% of the time. Scheduled maintenance, upgrades, or unexpected outages may result in temporary service interruptions. STNDRD will endeavor to schedule maintenance during off-peak hours and to notify Admins in advance. However, STNDRD disclaims any warranty that access will be continuous or error-free. Additionally, while STNDRD maintains backups and redundancy, we do not guarantee that your Content will never be lost or corrupted. The Organization is encouraged to keep copies or backups of critical content that you upload (e.g., retaining the source files for training materials) to mitigate the impact of any potential data loss.
The Platform may include or rely on third-party software components or APIs (such as device firmware, AR frameworks, etc.). STNDRD makes no warranty on behalf of those third-party components. Any hardware or third-party software is provided under the warranties of its respective manufacturer or licensor, not STNDRD. For example, STNDRD cannot warrant the performance of the Meta Quest or Apple Vision Pro hardware – any issues stemming from device defects must be resolved with the device manufacturer under their warranty.
From time to time, STNDRD may offer early-access or beta features for evaluation. Any such features will be identified as beta or pilot. Beta features are provided"as is" for testing and feedback, without any warranties whatsoever, and may be unstable or changed significantly before full release. The Organization’s choice to use beta features is at its own risk and discretion.
No advice or information, whether oral or written, obtained from STNDRD or through the Platform, will create any warranty or representation not expressly stated in this Agreement. The Organization understands and agrees that it uses the Platform at its own risk. If applicable law requires any warranties despite these disclaimers (for example, certain consumer protection laws might impose non-disclaimable warranties, though this service is for enterprise use), then those statutory warranties are limited in duration to 30 days from the date of first use of the Platform or the minimum duration permitted by law.
To the fullest extent permitted by law, in no event will STNDRD (or its officers, directors, employees, or agents) be liable to the Organization or any User for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind. This includes, without limitation, damages for lost profits or revenues, loss of business opportunity or goodwill, business interruption, loss or corruption of data, costs of cover or substitute services, or for any claims by third parties (except as expressly provided under an indemnification obligation). These exclusions apply even if STNDRD has been advised of the possibility of such damages and even if a remedy fails of its essential purpose.
STNDRD’s total cumulative liability to the Organization, its Users, or to any third party for any and all claims arising out of or relating to this Agreement or the use of the Platform, regardless of the form of the action (whether in contract, tort (including negligence), strict liability, or otherwise) shall not exceed the total amount of fees actually paid by the Organization to STNDRD under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim. If the Organization has paid $0 (for example, during a free trial or beta period), STNDRD’s liability in such cases shall not exceed $100 USD.
The limitations and exclusions of liability in this Section will not apply to the extent prohibited by law. Some jurisdictions do not allow the exclusion of certain warranties or the limitation/exclusion of liability for certain types of damages (for example, certain laws do not allow limiting liability for death or personal injury caused by negligence, or for gross negligence or willful misconduct, or for violation of specific laws). If such law applies to a claim, the above limitations and exclusions may not apply to that extent. However, in such cases, the parties agree that the limitations of liability that do apply will be enforced to the maximum extent permissible.
For clarity, STNDRD shall not be liable for any accident, injury, or property damage that occurs in connection with use of the Platform, as set forth in the Safety section, and such physical harms are regarded as indirect or consequential damages from the viewpoint of STNDRD’s service (even though they may be very direct to the person involved, they result from many factors outside the software itself, such as the environment of use). The Organization acknowledges that it is better positioned to manage and insure against such risks at its sites. The pricing and terms of this Agreement are based on the allocation of risk and liability as stated herein. The limitations of liability are an essential part of the bargain between STNDRD and the Organization.
All claims and causes of action arising out of or relating to the service or this Agreement shall be aggregated in determining whether the cap on liability has been reached, and the existence of multiple claims or lawsuits by your Organization shall not enlarge that cap. The Organization further agrees that, to the extent allowable by law, no action, regardless of form, arising from or pertaining to this Agreement may be brought by you more than one (1) year after the cause of action has accrued (this does not limit the timing of claims brought by others against you for which you seek indemnity, but your direct claims against STNDRD are subject to this limitation).
As of the effective date of this Agreement, the Platform does not include any third-party software integrations that would require sharing your data with external services, nor does it embed third-party services that have their own terms. STNDRD is a self-contained platform focused on delivering AR training content and analytics within our system. However, we recognize that our enterprise clients may have other systems (such as Learning Management Systems, HR databases, or Single Sign-On identity providers) that they might wish to integrate with the Platform in the future.
STNDRD’s roadmap may include offering integrations or connectors to certain third-party enterprise software. For example, we may introduce an integration to import user profiles from your corporate directory, or to export training completion data to an LMS or HR system, or integrations with collaboration tools. If and when STNDRD introduces an optional integration with a third-party service, we will update this Agreement or provide an addendum to include appropriate terms. We will also inform the Organization of any additional terms or authorizations that might be required (for instance, you might need to agree to an API provider’s terms or grant permission for data exchange).
Any third-party services that become available through the Platform will be clearly identified, and you will have the choice to enable or not enable them. You are not required to use any third-party integration – it will be for your convenience. If you choose to enable a third-party integration, you may be asked to log in or connect your account for that service, which could be subject to separate terms and privacy policies between you and that third-party provider. STNDRD does not warrant or support the products or services of any third parties except as explicitly stated.
STNDRD reserves the right to discontinue or modify any third-party integration if it becomes available – for example, if a third-party API changes or a partnership ends. We will give notice if any such change will materially affect your use of the integration. The core functionality of the Platform is not dependent on third-party integrations, so any discontinuation would not affect the main training features provided by STNDRD.
In summary, currently no data is sent to third-party services by STNDRD, and should that change, the Organization will be informed and given control over such sharing.
The Organization agrees to indemnify, defend, and hold harmless STNDRD and its affiliates, and their respective officers, directors, employees, and agents (the"STNDRD Indemnified Parties"), from and against any and all third-party claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
STNDRD will defend the Organization and its officers and employees ("Organization Indemnified Parties") against any third-party claim alleging that the Platform software, as provided by STNDRD and used in accordance with this Agreement, directly infringes a third party’s patent, copyright, or trademark, or misappropriates a third party’s trade secret. STNDRD will indemnify and hold harmless the Organization Indemnified Parties from any damages or costs (including reasonable attorneys’ fees) finally awarded against them by a court of competent jurisdiction (or agreed in settlement by STNDRD) in connection with such a claim. This indemnity by STNDRD will not apply if the claim arises from (a) combination or use of the Platform with products, services, or content not provided by STNDRD (including Organization Content or third-party content), (b) your use of the Platform in a manner not authorized by this Agreement or the documentation, or (c) any modification of the Platform not made or approved by STNDRD. If the Platform is found to infringe, STNDRD may, at its option, obtain the right for you to continue using it, or modify/replace it to be non-infringing, or if those remedies are not feasible, terminate your subscription and refund any prepaid fees for the unused remainder of the subscription term. This section states STNDRD’s entire liability and your exclusive remedy for intellectual property infringement by the Platform. (Note: If no separate negotiated agreement exists, this clause may be omitted or reserved. We include it here to reflect best practices, but STNDRD may choose to handle IP issues on a case-by-case basis.)
A party seeking indemnification under this section shall: (i) promptly notify the other party in writing of the claim (provided that failure to promptly notify will only relieve the indemnifying party of its obligation to the extent it was prejudiced by the delay); (ii) give the indemnifying party sole control of the defense and settlement of the claim (provided that any settlement that admits liability or imposes non-monetary obligations on an indemnified party will require that party’s consent, not to be unreasonably withheld); and (iii) provide the indemnifying party, at the indemnifying party’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim. The indemnified party may participate in the defense with its own counsel at its own expense.
The obligations in this Section survive termination of the Agreement.
This Agreement commences on the date the Organization first accepts it (e.g., the date of signing an Order Form or clicking"Agree") and continues for as long as the Organization has an active subscription or account to the Platform, unless earlier terminated as provided below. Typically, the Organization’s right to use the Platform is for a subscription period (e.g., one year, or month-to-month) as specified in your Order or contract. This Agreement will automatically renew alongside each subscription renewal unless either party has given notice of non-renewal or termination.
The Organization may terminate this Agreement or cancel its subscription by providing written notice to STNDRD if STNDRD materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice from you describing the breach. Additionally, if the Organization chooses not to accept a material update to this Agreement as permitted in Section 15 (Changes to Terms), the Organization should cease using the Platform and may terminate this Agreement by written notice (with a pro-rata refund of any prepaid fees for the remaining term from the effective termination date, if you’ve paid in advance). If the Organization wishes to terminate for convenience (without cause) during a committed subscription term, such termination will not relieve you of any obligation to pay remaining fees, and no refunds will be provided for pre-paid periods except at STNDRD’s discretion or as required by law or a separate agreement.
STNDRD may suspend or terminate the Organization’s access to the Platform (or the access of any individual User) under the following circumstances:
Upon termination or expiration of this Agreement for any reason, all licenses and access rights granted to the Organization will immediately terminate. The Organization (and its Users) must stop using the Platform and uninstall any client applications. STNDRD will deactivate your accounts. Organization Content and data – STNDRD will retain your data for a limited period of 30 days after termination in order to allow you to request a data export or recovery. During this post-termination period, your Admin may contact STNDRD support to retrieve an export of your Organization Content (in a standard format, if feasible). After 30 days, STNDRD may delete all Organization-specific data and content from the production systems, unless legally required to retain it or it has been aggregated into anonymized analytics. If you require a longer retention or transition period, please discuss with STNDRD in advance – we may accommodate reasonable requests (possibly under additional support terms or fees).
Any provision of this Agreement that by its nature should survive termination shall survive, including but not limited to the sections on Intellectual Property (5), Data Privacy (6) to the extent of data obligations, Safety and Liability (7, 9, 10), Confidentiality (8), Warranties Disclaimer (9), Limitation of Liability (10), Indemnification (12), Governing Law and Dispute Resolution (14), and Miscellaneous (15).
This Agreement is governed by and construed in accordance with the laws of the State of Oregon, USA, without regard to its conflict of laws principles. However, if the Organization is a government entity or if mandatory laws of your jurisdiction (such as consumer protection laws, though the Platform is not intended for consumer use) require a different governing law for certain issues, nothing in this clause is intended to override such requirements for those specific issues. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement.
The parties agree that any arbitration (or, if arbitration is not elected, any court action) shall be conducted only on an individual basis and not as a class, collective, or representative action. Each party waives the right to participate in any class action or representative proceeding. The arbitrator may not consolidate more than one party’s claims or otherwise preside over any form of a representative or class proceeding. If this class action waiver is found to be unenforceable, then the entirety of this Arbitration section shall be null and void, and the dispute must be brought exclusively in a court of competent jurisdiction as set forth below.
Notwithstanding the above, either party has the right to seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction (if applicable), or to seek temporary injunctive relief in a court of law to prevent an imminent breach of confidentiality or intellectual property rights (since such a breach could cause irreparable harm that cannot be compensated with money damages alone). Seeking such interim relief shall not be deemed a waiver of arbitration for the underlying dispute, which shall proceed in arbitration once such immediate matters are addressed.
If a dispute is deemed not subject to arbitration (either because a party elects to go to court in a circumstance allowed under this Agreement or a relevant law prohibits arbitration of that dispute), then the parties agree to the exclusive jurisdiction of the state and federal courts located in Harris County, Texas, for resolution of any lawsuit arising out of or relating to this Agreement or the Platform. Each party waives any objection to personal jurisdiction or venue in such courts, including any argument that such forum is inconvenient.
In any arbitration or court action between the parties in connection with enforcement of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the other party, in addition to any other relief awarded. The arbitrator or court, as applicable, shall determine the prevailing party and the amount of fees/costs to be awarded.
STNDRD may modify or update the terms of this Agreement from time to time. We will provide notice to the Organization of material changes, either by emailing the Admin on file or by presenting the new terms upon login or through the Platform’s user interface. Updated terms will also be posted on our website or other accessible location. Except as stated otherwise in the notice, changes to terms will become effective 30 days after notice is given. In cases where the change is necessary to comply with law or address an urgent situation, we reserve the right to make the change effective sooner, but will explicitly state if that’s the case. If the Organization objects to any updated terms, you must notify us in writing before the effective date of the update and you may need to cease using the Platform. In such event, for paid subscriptions, we will discuss a resolution which could include honoring the prior terms for the remainder of your current subscription term or assisting with termination and refund of any unused portion of fees. Continued use of the Platform after the effective date of updated terms constitutes acceptance of the changes.
Similarly, STNDRD continually improves and evolves the Platform. We reserve the right to change, discontinue, or deprecate features of the Platform from time to time. We will aim to notify you of any material changes to the service, especially if they significantly affect how you use the Platform (for example, removal of a major feature or a change in supported hardware). However, we may deploy routine updates, bug fixes, or enhancements without advance notice. Any new features that augment or enhance the Platform (including new tools, integrations, or resources) will be subject to this Agreement, and may require the Organization to accept additional terms if those features involve third-party services (as described in Section 11). STNDRD will not materially reduce the overall security of the Platform or remove fundamental functionality (other than as part of an end-of-life as covered in Termination) without providing equivalent alternatives or appropriate notice.
If you are participating in a beta test or a free trial, STNDRD may modify or discontinue the beta/trial at any time. Features in beta are subject to change and may not become part of the main product. We appreciate feedback on experimental features but cannot guarantee their future availability.
STNDRD is not liable to the Organization for any modification, suspension, or discontinuation of any part of the Service, provided that we adhere to the notices and terms of this Agreement. Our goal is to keep improving the Platform for the benefit of all users, and we will endeavor to make changes in a way that respects our customers’ needs and minimizes disruption.
This Agreement, including any Order Forms and any documents incorporated by reference (such as the SNTDRD Privacy Policy), constitutes the entire agreement between STNDRD and the Organization regarding the subject matter hereof, and supersedes all prior or contemporaneous agreements, proposals, or understandings (whether written or oral) relating to that subject matter. The parties acknowledge that they have not relied on any representations, warranties, or statements not expressly set forth in this Agreement. In entering this Agreement, neither party is relying on any promises or statements of the other party that are not expressly described herein.
The relationship between STNDRD and the Organization is that of independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the authority to bind the other to any third party, nor to incur any obligations on behalf of the other. Users engaged in training are, for purposes of this Agreement, solely employees or agents of the Organization and not of STNDRD.
The Organization may not assign or transfer this Agreement (in whole or in part), by operation of law or otherwise, without the prior written consent of STNDRD, except that you may assign this Agreement in its entirety, without consent, to a successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of your assets relating to this Agreement (provided that the assignee is not a direct competitor of STNDRD and agrees in writing to be bound by all terms of this Agreement). STNDRD may assign or transfer this Agreement freely (in whole or in part) to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets, or by operation of law. STNDRD may also subcontract obligations (such as using cloud infrastructure providers) but will remain responsible for performance. Any attempted assignment in violation of this section is void. Subject to the above, this Agreement will bind and benefit the parties and their respective permitted successors and assigns.
There are no third-party beneficiaries to this Agreement, except as expressly provided for in the Indemnification and Limitation of Liability sections (where STNDRD’s affiliates and personnel are stated to be protected). Otherwise, this Agreement is intended solely for the benefit of the parties and their permitted successors.
Except where this Agreement specifically permits notice via email or through the Platform interface, all formal notices under this Agreement shall be in writing and shall be deemed to have been given when personally delivered, sent by reputable overnight courier (e.g., FedEx), or by certified or registered mail (return receipt requested, postage prepaid). Notices to STNDRD should be sent to our corporate headquarters address (as given on our website or in the Order Form), marked Attn: Legal Department. Notices to the Organization will be sent to the address or contact person listed in your account or Order Form, or, if none is specified, to the Organization’s registered address or principal place of business. Additionally, STNDRD may send operational or informational notices to the Admin’s email on file (such as notifications of updates, maintenance windows, etc.), and the Organization consents to receive electronic communications for such purposes. Email notice is sufficient for routine communications and for any consents or approvals required under this Agreement, provided that the recipient confirms receipt (automated read receipts suffice).
If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect. The parties will, in good faith, negotiate a valid and enforceable provision that is as close as possible to the original intent of the invalid provision.
No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy. A waiver of one breach or default is not a waiver of any subsequent breach or default. To be effective, any waiver of any provision of this Agreement must be in writing and signed by an authorized representative of the waiving party.
STNDRD shall not be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is due to causes beyond its reasonable control, such as acts of God, natural disasters, pandemics, fire, earthquake, labor disputes or strikes, war, terrorism, civil disorder, governmental actions, internet or telecommunications failures, power outages, or other force majeure events. In the event of a force majeure event, STNDRD will use reasonable efforts to mitigate the impact and resume performance as soon as practicable. This clause does not excuse the Organization’s payment obligations for services already provided, but it may suspend services without breach during the event.
The Platform (software and related technology) may be subject to export control laws and trade sanctions of the U.S. and other jurisdictions. The Organization represents that it and its Users are not located in, under the control of, or nationals/residents of any country or territory that is subject to U.S. export restrictions (such as currently Cuba, North Korea, Iran, Syria, or the Crimea region) and that no User is listed on any U.S. government denied-party list. You agree to comply with all applicable export and import laws in using the Platform. In particular, if you plan to upload any technical data or use the Platform with any content that is controlled under export laws, you are responsible for obtaining any required authorizations. STNDRD may suspend or terminate accounts that are found to be in violation of export regulations.
If the Organization is a U.S. federal government end user, the Platform is provided as a"Commercial Item" as defined at 48 C.F.R. §2.101, with only those rights as are provided to all other end users pursuant to the terms of this Agreement. If the Organization is a different government body (state, local, or non-U.S.), STNDRD is willing to negotiate appropriate amendments to accommodate any legal requirements; until such a special addendum is executed, the use by any government entity is subject to the standard commercial terms herein.
Section headings in this Agreement are for convenience only and have no legal or contractual effect. Any ambiguities in the interpretation of this Agreement shall not be construed against the drafter solely by virtue of that role; this Agreement shall be interpreted as though drafted jointly by both parties. Terms such as"include" or"including" shall be construed as inclusive, meaning"including but not limited to."
This Agreement may be accepted electronically or executed in counterparts (for instance, by digitally signing or by exchanging signed signature pages via PDF), each of which will be deemed an original and all of which together will constitute one instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic means (for example, via email of a signed PDF) is sufficient to bind the parties to the terms and no wet ink original is necessary.