SAAS SUBSCRIPTION AGREEMENT
Last Updated: April 30, 2026
ELECTRONIC SIGNATURE ACKNOWLEDGEMENT: BY CLICKING “SUBSCRIBE,” CHECKING THE AGREEMENT BOX, OR OTHERWISE ACCESSING OR USING THE SERVICE, CUSTOMER AGREES THAT SUCH ACTION CONSTITUTES A BINDING ELECTRONIC SIGNATURE. CUSTOMER FURTHER AGREES THAT THIS ELECTRONIC SIGNATURE IS THE LEGAL EQUIVALENT OF A MANUAL SIGNATURE AND THAT NO THIRD PARTY VERIFICATION IS REQUIRED FOR ENFORCEABILITY.
This SaaS Subscription Agreement (“Agreement”) governs each subscription to the Learn2Care Service by any customer, organization, agency, or other entity that purchases, subscribes to, accesses, or uses the Service (“Customer”). This Agreement becomes effective as of the date Customer accepts this Agreement, completes an online checkout, signs an Order Form, or first accesses the Service, whichever occurs first (“Effective Date”). Learn2Care NA Inc. is a Florida limited liability company with its principal place of business at 200 Biscayne Blvd Way, Unit 4307, Miami, FL 33131, United States (“Provider”).
1. DEFINITIONS
"Authorized User" means any individual employee, contractor, or agent of Customer who is authorized by Customer to access and use the Service under Customer's account.
“Active User” means an Authorized User who is enabled, assigned, invited, enrolled, or otherwise provided access to the Service during a billing period, whether or not such user completes a course or actively logs in during that period.
"Confidential Information" means any non-public information disclosed by one Party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential.
"Content" means any text, graphics, videos, quizzes, training materials, instructional content, clinical guidance, safety procedures, policies, or other materials uploaded, transmitted, or otherwise made available by Customer or its Authorized Users via the Service.
"Customer Data" means data submitted by Customer to the Service, excluding Content.
"Documentation" means Provider's then-current user guides and technical manuals for the Service.
"Order Form" means the ordering document, online checkout page, invoice, subscription plan, or other ordering record that specifies the Subscription Term, Fees, billing frequency, subscribed user quantity, overage fees, plan details, and any additional terms
"Service" means Provider's cloud-based eLearning platform known as Learn2Care LMS, including all updates, upgrades, and related Documentation.
"Subscription Term" means the period specified in the Order Form during which Customer is granted access to the Service.
“Subscription Commitment” means the minimum period for which Customer commits to purchase and pay for the Service, as specified in the Order Form. Unless otherwise stated, the Subscription Commitment is twelve (12) months.
2. ACCESS AND USE
License Grant. Subject to Customer's payment of all Fees and compliance with this Agreement, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Service solely for Customer's internal business purposes and solely by Authorized Users up to the maximum number specified in the Order Form.
Restrictions. Customer shall not (and shall not permit any third party to):
- reverse engineer, decompile, or disassemble the Service;
- modify, create derivative works of, or remove any proprietary notices from the Service;
- use the Service to provide services to third parties (including time-sharing or service bureau use);
- exceed the authorized number of Authorized Users or courses without Provider's prior written consent;
- use the Service in violation of any applicable law or regulation;
- upload, distribute, or make available Content that is unlawful, fraudulent, misleading, or that could reasonably result in bodily injury, death, or property damage.
Authorized User Compliance. Customer is responsible for ensuring that all Authorized Users comply with this Agreement, the Terms of Service, Privacy Policy, and applicable platform rules. Provider may require Authorized Users to accept the Terms of Service and Privacy Policy before accessing the Service.
3. CUSTOMER OBLIGATIONS
Account Security. Customer is responsible for all activity under its account and for maintaining the confidentiality of login credentials.
Content Responsibility and Representations. Customer represents, warrants, and covenants that:
- it owns or has obtained all necessary rights, licenses, consents, and permissions to upload, use, and distribute Content;
- all Content is accurate, complete, lawful, and appropriate for its intended use;
- Content does not infringe, misappropriate, or otherwise violate any intellectual property, privacy, publicity, or other rights of any third party;
- Content does not contain errors, omissions, or deficiencies that could reasonably be expected to result in bodily injury, death, or property damage;
- any Content relating to clinical care, patient services, safety procedures, or regulated activities complies with all applicable federal, state, and local laws, regulations, and applicable professional standards;
- Customer is solely responsible for the development, validation, accuracy, and appropriateness of all Content.
Compliance with Laws. Customer shall use the Service in compliance with all applicable federal, state, and local laws, including without limitation those relating to healthcare, employment, safety, and training.
Responsibility for Outcomes. Customer acknowledges and agrees that it is solely responsible for how Content is used by its personnel or end users, including any decisions, actions, or outcomes resulting from such use.
Insurance. Customer represents that it maintains commercially reasonable insurance coverage appropriate to its operations and risk profile, including coverage for liabilities arising from training, instruction, or services provided by Customer where applicable.
4. FEES AND PAYMENT
Fees. Customer shall pay all fees specified in the Order Form ("Fees"). Fees are quoted and payable in U.S. dollars.
Subscription Commitment; Monthly Billing. Unless otherwise stated in the Order Form, Customer’s subscription requires a minimum twelve (12)-month commitment. Monthly billing is offered as a payment convenience only and does not convert the subscription into a month-to-month plan. Customer may not cancel, downgrade, reduce the subscribed plan, or reduce the committed user quantity during the applicable Subscription Term. Customer remains responsible for all fees due for the full Subscription Term.
Active Users and Overages. Fees are based on the number of Active Users subscribed by Customer. If Customer exceeds the subscribed Active User quantity during any billing period, Provider may charge Customer for each additional Active User at the overage rate specified in the Order Form or checkout page. Unless otherwise stated, the overage rate is $6 per additional Active User per month.
Invoicing and Payment. Provider will invoice Customer as specified in the Order Form. Payment is due within thirty (30) days unless otherwise stated.
Late Payments. Overdue amounts accrue interest at 1.5% per month or the maximum permitted by law.
Fee Increases. Provider may increase Fees for any renewal term with at least sixty (60) days' prior written notice.
Taxes. Fees are exclusive of all taxes. Customer is responsible for all applicable taxes.
5. TERM AND TERMINATION
Term. This Agreement commences on the Effective Date and continues until terminated.
Renewal. Subscription Terms automatically renew unless either Party provides notice of non-renewal at least sixty (60) days prior to expiration.
No Early Cancellation or Downgrade. Customer may not cancel, downgrade, reduce the subscribed plan, or reduce the committed user quantity during the applicable Subscription Term, except as expressly agreed by Provider in writing.
Termination for Cause. Either Party may terminate for material breach not cured within thirty (30) days.
Effect of Early Termination by Customer. If Customer terminates or stops using the Service before the end of the Subscription Term for any reason other than Provider’s uncured material breach, Customer remains responsible for all unpaid fees for the remainder of the Subscription Term.
Suspension for Risk. Provider may suspend or terminate access immediately if Customer Content or use of the Service presents a risk of harm, legal exposure, or regulatory violation.
Effect of Termination. Upon termination:
- all licenses cease;
- Customer shall pay all unpaid Fees;
- Customer Data will be available for export for thirty (30) days, after which it may be deleted.
6. INTELLECTUAL PROPERTY
Provider retains all right, title, and interest in the Service and Documentation. Customer retains ownership of all Content. Customer grants Provider a limited, non-exclusive, royalty-free license during the Subscription Term to host, process, display, and transmit Content solely as necessary to provide the Service. Provider does not verify, validate, or assume responsibility for Customer's ownership or rights in Content.7. CONFIDENTIALITY
Each Party shall maintain the confidentiality of the other Party's Confidential Information and use it solely for purposes of performing under this Agreement, subject to standard exclusions (public domain, prior knowledge, independently developed, or lawfully obtained from third parties). These obligations survive termination for three (3) years, except for trade secrets which survive indefinitely.8. WARRANTIES AND DISCLAIMERS
Each Party represents it has authority to enter this Agreement. Provider warrants the Service will materially conform to Documentation. Platform Neutrality. Provider is a neutral technology platform and does not create, review, monitor, validate, or endorse Content. No Professional Advice. Provider does not provide medical, clinical, legal, or other professional advice. Content Disclaimer. Provider makes no representations or warranties regarding the accuracy, legality, reliability, or safety of Content. No Duty to Monitor. Provider has no obligation to monitor Content. Any enforcement action is discretionary and does not create a duty. General Disclaimer. THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. (h) No Medical or Professional Advice. The training content provided through the Service is for informational and educational purposes only. Nothing in the Service constitutes medical advice, legal advice, or professional caregiving instruction. Customer and its Authorized Users should consult qualified professionals before acting on any training content. (i) Training Does Not Guarantee Competency or Compliance. Completion of any training course or certification through the Service does not guarantee that any individual is competent, qualified, or compliant with any federal, state, or local law, regulation, or licensing requirement. Provider disclaims any and all liability arising from a determination by any third party that a certification is insufficient or invalid. (j) No Liability for Caregiver Conduct. Provider has no liability whatsoever for any acts, omissions, negligence, misconduct, or violation of law by any caregiver, employee, contractor, or agent of Customer, regardless of whether such individual completed training through the Service. Customer assumes full responsibility for the supervision and actions of all personnel who access the Service. (k) No Third Party Reliance. No third party (including but not limited to residents, patients, family members, regulatory agencies, or insurance carriers) has any right to enforce this Agreement or rely on any certification, report, or other output generated by the Service.9. INDEMNIFICATION
Customer Indemnification. Customer shall defend, indemnify, and hold harmless Provider from any claims arising out of:- Customer Content;
- use or reliance on Content;
- bodily injury, death, or property damage;
- violation of laws or regulations;
- intellectual property infringement;
- Customer's breach of this Agreement;
- claims arising from any act or omission of Customer’s caregivers, employees, or agents, including claims for patient injury, elder abuse, neglect, or violation of elder care regulations.
10. LIMITATION OF LIABILITY
Provider shall not be liable for indirect, incidental, or consequential damages. Content & Injury Exclusion. Provider shall have no liability for:- Customer Content;
- training outcomes;
- decisions based on Content;
- bodily injury or death.
11. DATA PROTECTION
Provider maintains industry-standard safeguards. HIPAA Restriction. Customer shall not upload protected health information unless a Business Associate Agreement is executed. Customer is solely responsible for compliance.12. GENERAL
Governing law: Florida. Force majeure applies. Assignment restrictions apply. Entire Agreement applies. Severability applies. Notices in writing. No waiver. Publicity rights retained unless opted out.13. CONTENT STANDARDS
Customer shall not upload Content that:- is unlawful or infringing;
- is misleading or unsafe;
- violates healthcare or safety laws;
- could reasonably result in harm.
14. SUSPENSION RIGHTS
Provider may suspend access immediately if:- Customer breaches this Agreement;
- Content presents risk of harm or liability;
- continued service creates legal exposure.
15. NO RELIANCE
Customer acknowledges:- Provider does not validate Content;
- Provider does not guarantee outcomes;
- Customer is solely responsible for training and operational decisions.
Learn2Care NA Inc.
200 Biscayne Blvd Way, Unit 4307
Miami, FL 33131, USA
Email: [email protected]