Terms of Service

1. Agreement to these terms

Please read these terms carefully. Section 27 requires most disputes to be resolved by binding individual arbitration, not in court, and waives class actions and jury trials to the extent the law allows. Individual users may opt out as explained in section 27.

These Terms of Service ("Terms") are an agreement between you and QMS Learning LLC ("QMS Learning," "we," "us," or "our"). They govern your use of qmslearning.com, academy.qmslearning.com, our training platform, courses, AI coach, AI workflows, evaluation environments, and any professional services we provide (together, the "Services").

By accessing or using the Services, clicking to accept, or signing an Order that refers to these Terms, you agree to them. If you use the Services on behalf of a company or other organization, you confirm that you have authority to bind it, and "you" and "Customer" mean that organization. If you do not agree, do not use the Services.

These Terms cover the Services provided under the QMS Learning name. Consulting engagements contracted with QMS Leader, Inc. are governed by their own written agreements, not these Terms, unless that agreement says so.

The Services are for business use. You must be at least 18 years old to use them.

2. Definitions

• "Customer" means the organization that buys or is given access to the Services.
• "Authorized User" means an individual the Customer permits to use the Services under its account.
• "Order" means a signed proposal and agreement, quote, statement of work, invoice or online checkout that references the Services, including its pricing, scope and term.
• "Customer Content" means data, documents and other material that the Customer or its Authorized Users upload to or create in the Services, including learning and competency records.
• "Output" means drafts, answers, findings, classifications, reports and other material generated by the Services from Customer Content or user instructions.
• "Course Materials" means our lessons, videos, exercises, assessments, templates and other training content.
• "Professional Services" means internal audits, course customization, implementation, consulting and other services performed by our personnel under an Order.

3. Orders and order of precedence

Pricing, scope, seats, term and payment schedule are set in your Order. A proposal is not binding until it is signed. If an Order conflicts with these Terms, the Order controls for that purchase only. These Terms control over any other policy we publish, except where a policy expressly says otherwise.

Terms printed on or referenced in a Customer purchase order, vendor registration form or similar document do not apply, even if we accept or process that document, unless we sign an agreement that expressly adopts them.

4. Accounts and seats

• Each account is for one named Authorized User. Accounts and seats may not be shared, pooled or transferred, except that a Customer may reassign a seat from one person to another as its Order allows.
• You must give accurate account information and keep your sign-in credentials confidential. You are responsible for activity under your account.
• The Customer is responsible for its Authorized Users, for choosing who receives access, and for removing access when someone leaves or changes role.
• Tell us promptly by emailing the address in section 31 if you suspect unauthorized access. We may suspend an account we believe is compromised.

5. Evaluation environments and demonstrations

We may provide a demonstration or evaluation environment. Unless an Order says otherwise, it is provided for evaluation only, for a limited time, as is, without any service commitment, and it may be changed, reset or deleted when the evaluation period ends. Sample companies, people, records and numbers in demonstrations are fictitious or illustrative. Do not upload information you are not permitted to share, and do not rely on an evaluation environment for real work or records. Continued use after the evaluation period requires an Order.

6. Training, courses and certificates

• License. Subject to these Terms and your Order, we grant the Customer a limited, non-exclusive, non-transferable license for its Authorized Users to access Course Materials for the Customer's internal training during the access period in the Order.
• No copying or redistribution. You may not download (except where the Services provide a download feature), record, copy, resell, publish or share Course Materials, or use them to train others outside your organization.
• Updates. We may update Course Materials to keep them accurate and current, including to reflect new editions of standards or changes in law.
• What a certificate means. A certificate of completion confirms that a learner completed one of our courses and met its completion criteria. It is not a license, an accredited personnel certification, or an authorization by any government agency, standards body, certification body or professional association. It does not authorize anyone to perform work.
• Your authorization decisions. The Customer alone decides whether a person is qualified, competent or authorized to perform a task, operate equipment, perform inspections, sign records or conduct audits.
• Safety and regulated training. Where a law or standard requires the employer to provide site-specific training, a hands-on or practical evaluation, a qualified person determination, or an employer certification (for example, under OSHA rules for powered industrial trucks, lockout/tagout, bloodborne pathogens or electrical safety, or U.S. Department of Transportation hazardous materials rules), our online instruction is only part of that requirement. The employer remains responsible for the remaining parts, including evaluation and certification. Our training does not include CPR or first aid certification unless your Order says so. We are not an OSHA Outreach Training Program provider and do not issue Department of Labor cards.
• Exam preparation. Exam preparation courses are independent study aids. We do not guarantee that anyone will pass an exam, and we are not affiliated with or endorsed by any exam or credential owner unless we say so in writing. Exam content, eligibility rules and fees are set by the credential owner and can change; confirm them with the credential owner.
• Standards not included. Unless your Order says otherwise, our courses do not include copies of published standards. You are responsible for obtaining licensed copies of any standard you need.

7. Training built from your materials

When we customize training using your procedures, manuals, forms, examples or records, you grant us the right to use those materials to build, deliver and support that training for you.

• You confirm that you have the right to provide the materials, that they are the versions you want used, and that using them for this purpose does not violate any agreement, law or third-party right.
• Before company-specific content is released to learners, your designated reviewer is responsible for checking it against your approved procedures and requirements. You are responsible for the accuracy of company-specific content you approve.
• You keep ownership of your materials. We keep ownership of the Services, Course Materials, course structures, templates, tools and methods, including improvements to them. Unless your Order says otherwise, company-specific course content built for you is licensed to you for the life of your account.
• We may use general knowledge and skills gained in the work, provided we do not disclose your Confidential Information.

8. AI features and Output

• Drafts, not decisions. AI features generate drafts, explanations and suggestions. Output can be inaccurate, incomplete, out of date or inconsistent with your requirements, even when it cites a source. Nothing generated by the Services is approved until an authorized person at your organization reviews and approves it.
• Your responsibility. You are responsible for reviewing Output, for deciding whether and how to use it, and for all decisions and records based on it. Do not rely on Output as legal, regulatory, export, safety, engineering or other professional advice.
• Ownership of Output. As between you and us, and to the extent the law allows, you own Output generated from your Customer Content. Similar Output may be generated for other customers. We keep all rights in the Services themselves.
• Employment decisions. Do not use Output as the sole basis for hiring, firing, promotion, discipline, pay, work assignment or qualification decisions about any person. You are responsible for meaningful human review of those decisions and for complying with employment, anti-discrimination, privacy and record-keeping laws, including laws that regulate automated decision systems.
• Safety-critical use. Do not use the Services to control equipment or to make safety-critical decisions without independent verification by a qualified person.
• Model provider terms. Our AI features use third-party model providers. You agree not to use the AI features in a way that would violate those providers' published usage policies, including by attempting to generate harmful content or to bypass safety controls.

9. Quality, compliance and trade workflows

The Services include tools that support trace package and receiving document review, supplier and source checks, internal audits, nonconformance and corrective action records, export screening and classification, first article documentation, document control, competency checks and management review. These tools support your people. They do not replace them.

• Documents, not parts. Document review tools read the paperwork you provide. They do not inspect, test or authenticate physical parts or materials, and they cannot detect every falsified, altered or counterfeit document.
• Data sources. Checks that use government or third-party data sources, such as entity registrations, restricted party lists or approved supplier lists, depend on those sources. Sources can be incomplete, delayed or unavailable, and name matching can produce false matches and missed matches.
• Holds and possible matches. When a tool flags a possible issue or a possible restricted party match, the item should be held until an authorized person at your organization reviews it. The Services do not clear parties, parts or shipments.
• Classifications. Export classifications produced by the Services are drafts. They are not determinations by any government agency. You are responsible for classification, licensing, screening, record-keeping and all other export compliance decisions.
• Your dispositions. Decisions to accept, reject, hold, quarantine, return, scrap, use as is, report or release anything are yours, as are recordability determinations, regulatory reports and communications with your customers, registrars and regulators.
• No certification. The Services do not certify, accredit, register or approve any organization, product, process or person.

10. Professional Services

• Scope. We perform Professional Services as described in your Order, in a professional manner, using personnel with suitable knowledge and experience. Work outside the Order requires a written change.
• Your cooperation. The Services depend on timely access to your people, sites, systems and records, and on the accuracy and completeness of what you provide. We are not responsible for delays or errors caused by missing, late or inaccurate information.
• Internal audits. Audits we perform for you are internal audits for your management system. They are not certification, registration or regulatory audits. Our conclusions are based on the evidence made available and examined at the time, and an audit cannot find every nonconformity. We do not guarantee that a registrar, customer, regulator or other party will reach the same conclusions, or that you will obtain or keep any certification, approval or contract. You are responsible for deciding on and carrying out corrections and corrective actions.
• Scheduling and expenses. Scheduling, rescheduling and travel expense terms are in your Order and our Refund Policy.
• Deliverables. Once you have paid in full, you own the final written deliverables we prepare specifically for you under an Order, except for our pre-existing materials, templates, tools and methods included in them, which we license to you for your internal use.
• Independent contractor. We perform Professional Services as an independent contractor. We do not act as your employee, officer, management representative or agent, and we do not sign records, approvals or declarations on your behalf unless your Order expressly says so.

11. Customer Content and data

• Ownership. You own your Customer Content. You grant us a worldwide, non-exclusive license to host, copy, process, transmit and display it as needed to provide and support the Services, to prevent or address security, technical or legal issues, and to comply with law.
• Your responsibilities. You are responsible for your Customer Content, for having the rights to use it, and for giving any notices and obtaining any consents required by law, including notices to your employees about how their training and competency records are used.
• No AI training. We do not use Customer Content to train AI models, ours or anyone else's.
• Usage data. We may collect and use information about how the Services are used, in aggregated or de-identified form that does not identify you or any individual, to operate, secure and improve the Services.
• Privacy. Our Privacy Policy describes how we handle personal information. A data processing addendum is available on request for Customers that need one.
• Export and deletion. During your subscription, and for 30 days after it ends, you may request an export of your Customer Content in a commonly used format. After that period we may delete Customer Content in the ordinary course, except where we must keep it by law. Copies in backups are overwritten on our normal backup cycle.

12. Restricted information

Unless your Order expressly covers it and we have agreed the handling requirements in writing before upload, you must not upload or enter into the Services:

• classified information;
• technical data or technology controlled under the International Traffic in Arms Regulations or the Export Administration Regulations, other than information that is not subject to those regulations;
• Controlled Unclassified Information, or information covered by the Defense Federal Acquisition Regulation Supplement safeguarding clauses;
• protected health information or other health or medical information;
• payment card data, bank account numbers or government identification numbers;
• biometric information, or information about children; or
• any other information whose storage or processing requires controls that your Order does not describe.

If you think you need to upload information like this, contact us first at will@qmslearning.com. You are responsible for your own export compliance, including any licenses or authorizations your people need to access controlled information. We may remove restricted information, or suspend the affected part of the Services, if we believe it was uploaded in breach of this section.

13. Acceptable use

You must not, and must not allow anyone else to:

• use the Services in violation of any law or any person's rights;
• upload anything unlawful, infringing, defamatory, or containing malware;
• access or try to access accounts, environments or data that are not yours, or probe, scan or test the security of the Services without our written permission;
• copy, scrape, crawl or extract content or data from the Services or our website by automated means, or use our content to develop or train any software, model or AI tool;
• reverse engineer, decompile or try to derive source code, models or prompts from the Services, except where the law does not allow this restriction;
• resell, sublicense, time-share or provide the Services to anyone outside your organization;
• use the Services to build a competing product, or publish benchmarks without our written permission;
• interfere with or overload the Services, or bypass usage limits or security controls; or
• misrepresent Output as the work or approval of a person who did not review and approve it.

14. Our intellectual property

The Services, Course Materials, website content, software, designs, and our names and logos are owned by us or our licensors and are protected by intellectual property laws. Except for the limited rights in these Terms and your Order, no rights are granted to you.

If you send us suggestions or feedback, we may use them without restriction or payment to you.

Names of standards, credentials, agencies and organizations used in the Services identify subject matter only. They may be trademarks of their owners, and their use does not mean those owners sponsor or endorse us. Our Disclaimers page lists specific notices.

If you believe material in the Services infringes your copyright, send a notice to the contact in section 31 that identifies the work, the material, where it appears, your contact details, a statement of good-faith belief, and a statement under penalty of perjury that your notice is accurate and that you are authorized to act. We may remove material and terminate repeat infringers.

15. Third-party services

The Services work with third-party services such as payment processors, scheduling tools, video meeting tools, professional networks and AI model providers. Your use of a third-party service is governed by that provider's terms. We are not responsible for third-party services, and their availability can affect the Services.

16. Fees, invoices and taxes

• Fees. Fees and the payment schedule are set in your Order. We do not publish prices. Quotes are valid for the period stated in them.
• Payment. Invoices are due as stated in your Order, or within 30 days of the invoice date if the Order is silent. Where an Order provides for installments, each installment is due on its date.
• Late payment. Overdue amounts may accrue interest at the lesser of 1 percent per month or the highest rate the law allows. We may suspend the Services if an amount is more than 15 days overdue after we have given you written notice.
• Disputes. If you dispute an invoice in good faith, tell us in writing within 30 days of the invoice date and pay the undisputed portion. We will work with you to resolve it.
• Taxes. Fees do not include taxes. You are responsible for sales, use, value added and similar taxes, other than taxes on our income.
• Refunds. Fees are non-refundable except as stated in our Refund Policy or your Order.

17. Term, renewal and cancellation

• The access period and any subscription term are set in your Order.
• A subscription renews automatically only if your Order says it does. Where it does, we will remind you before a renewal of a year or longer, and you can cancel by emailing will@qmslearning.com before the renewal date.
• Either party may terminate an Order if the other materially breaches it and does not cure the breach within 30 days after written notice.
• When an Order ends, access to the Services under it ends. You remain responsible for fees owed for the period before termination. The export period in section 11 applies.
• Sections that by their nature should survive termination will survive, including sections 6 through 16 and 19 through 30.

18. Suspension

We may suspend all or part of the Services if we reasonably believe that your use creates a security risk, violates these Terms or the law, could harm us or others, or if fees are overdue as described in section 16. Where practical, we will give notice first and limit the suspension to what is necessary. We will restore access once the issue is resolved.

19. Confidentiality

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Customer Content is your Confidential Information. Our non-public pricing, product plans and security information are ours.

The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and share it only with its personnel, advisors, auditors and service providers who need to know it and are bound by similar duties. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to it, is received from a third party without a duty of confidence, or is independently developed. A party may disclose Confidential Information if required by law, after giving the other party notice where lawful. These duties last for three years after the relationship ends, and for trade secrets and Customer Content, for as long as they remain confidential.

20. Security

We maintain administrative, technical and physical safeguards designed to protect the Services and Customer Content, as part of an information security management system certified to ISO/IEC 27001. If we become aware of unauthorized access to Customer Content in our control, we will notify the affected Customer without undue delay and as required by law, and will take reasonable steps to contain it.

21. Publicity

We will not name you as a customer, use your logo, or publish a case study, testimonial or quote about you without your prior written permission.

22. Warranties and disclaimers

Limited warranty. For paid Services, we warrant that we will perform Professional Services in a professional manner, and that the paid Services will perform materially as described in your Order. If they do not, and you tell us in writing within 30 days after the issue arises, we will, at our option, correct the issue or re-perform the affected service, or, if we cannot do so within a reasonable time, refund the fees you prepaid for the affected portion. This is your sole remedy for breach of this warranty.

Except for the limited warranty above, the Services, Course Materials and Output are provided "as is" and "as available." To the fullest extent permitted by law, we disclaim all other warranties, express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Services will be uninterrupted, error free or secure, that Output will be accurate or complete, or that use of the Services will result in compliance with any law, standard or customer requirement, in any certification, registration, approval or contract, or in anyone passing any exam.

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

23. Limitation of liability

To the fullest extent permitted by law, neither QMS Learning nor its owners, officers, employees, contractors, suppliers or licensors will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill or data, cost of substitute goods or services, cost of recalls, rework, scrap, inspection or replacement, regulatory fines or penalties, or loss of any certification, approval or contract, however caused and under any theory of liability, even if advised of the possibility.

To the fullest extent permitted by law, our total liability arising out of or relating to the Services, these Terms and any Order will not exceed the amounts you paid us for the Services giving rise to the claim during the six months before the event that gave rise to the liability, or one hundred U.S. dollars if that amount is less than one hundred U.S. dollars.

These limits apply to all claims together and are an essential basis of the bargain between us. Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud, or for willful injury or gross negligence where the law does not permit a limitation.

24. Indemnification

You will defend, indemnify and hold harmless QMS Learning and its owners, officers, employees and contractors from and against third-party claims, and related losses, damages, fines, costs and reasonable attorneys' fees, arising out of or relating to: (a) your Customer Content; (b) your use of the Services in violation of these Terms or the law; (c) decisions, dispositions, records, certifications or reports made by you or your personnel, including decisions about your employees and about parts, products, suppliers or shipments; or (d) your violation of export control or sanctions laws. We will give you prompt notice of the claim, reasonable cooperation at your expense, and control of the defense, provided you do not settle a claim that imposes obligations on us without our written consent.

25. Export controls and sanctions

You will comply with all applicable export control and sanctions laws in using the Services. You confirm that you and your Authorized Users are not the target of U.S. sanctions or on any U.S. government restricted party list, and that you will not use or provide access to the Services in or for any embargoed country or region, or for any prohibited end use or end user.

26. Government customers

The Services, including software and documentation, are "commercial products" and "commercial computer software" as those terms are used in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement. Government customers receive only the rights set out in these Terms and their Order, consistent with those regulations.

27. Dispute resolution and arbitration

Try to resolve it first. Before starting a proceeding, the party with a dispute will send a written notice describing it and the relief sought to the other party (for us, to the contact in section 31). The parties will try in good faith to resolve the dispute for 30 days after the notice.

Binding arbitration. If the dispute is not resolved, any dispute, claim or controversy arising out of or relating to the Services, these Terms or any Order, including questions about arbitrability, will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, or, if you are an individual using the Services primarily for personal purposes, its Consumer Arbitration Rules. The Federal Arbitration Act governs this section. The arbitration will take place in Los Angeles County, California, or by video conference if the parties agree, before a single arbitrator. Judgment on the award may be entered in any court with jurisdiction. Payment of arbitration fees will follow the applicable rules; where the Consumer Arbitration Rules apply, we will pay the fees those rules assign to businesses.

Individual claims only. To the fullest extent permitted by law, each party may bring claims only in its individual capacity, and not as a plaintiff or class member in any class, collective, consolidated or representative proceeding. The arbitrator may not consolidate claims or award relief to anyone other than the individual party. To the extent permitted by law, each party waives any right to a jury trial.

Mass filings. If 25 or more similar demands are filed against us by or with the help of the same or coordinated counsel, the applicable American Arbitration Association mass arbitration rules will apply, and the demands may be resolved in staged batches.

Exceptions. Either party may bring an individual claim in small claims court, and either party may seek temporary or preliminary injunctive relief in court to protect its intellectual property or Confidential Information. Any claim for public injunctive relief that a court determines cannot be waived or arbitrated will be decided by a court after the arbitration of all other claims is complete, and will be stayed until then.

Opt-out for individuals. An individual user may opt out of this arbitration agreement by emailing will@qmslearning.com within 30 days after first accepting these Terms, stating the user's name and that the user opts out of arbitration.

Time limit. To the extent permitted by law, any claim must be brought within one year after it arises, or it is permanently barred.

Severability. If the class action waiver is found unenforceable for a claim, that claim will proceed in court and not in arbitration. If any other part of this section is found unenforceable, the rest remains in effect.

28. Governing law and venue

These Terms are governed by the laws of the State of California, without regard to its conflict of laws rules, except that the Federal Arbitration Act governs section 27. For any matter not subject to arbitration, the state and federal courts located in Los Angeles County, California have exclusive jurisdiction, and each party consents to their jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

29. Changes to the Services and these Terms

We may change the Services, including by adding or removing features, as long as we do not materially reduce the paid Services during a paid term without your agreement. We may update these Terms by posting the updated version with a new "Last updated" date. If an update is material, we will give notice through the Services or by email at least 30 days before it takes effect. For a Customer with a paid term in progress, a material update takes effect at the start of the next term, unless the update is required by law. Continued use of the Services after an update takes effect means you accept it.

30. General terms

• Entire agreement. These Terms, your Order and the policies referenced in them are the entire agreement between us about their subject and replace prior discussions about it.
• Assignment. You may not assign these Terms or an Order without our written consent. We may assign them in connection with a merger, acquisition, reorganization or sale of assets.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of internet, cloud or AI model providers, natural disasters, pandemics, government action, labor disputes and cyberattacks. This does not excuse payment obligations.
• Notices. We may give notices through the Services or to the email address on your account. Legal notices to us must be sent to the contact in section 31, with "Legal Notice" in the subject line.
• Electronic communications and signatures. You agree that agreements, notices and other communications we provide electronically satisfy any legal requirement that they be in writing, and that electronic signatures are binding.
• Independent parties. The parties are independent contractors. Nothing creates a partnership, joint venture, employment or agency relationship.
• No third-party beneficiaries. These Terms do not give rights to anyone other than the parties.
• Waiver and severability. A failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be enforced to the maximum extent permitted and the rest remains in effect.
• Interpretation. Headings are for convenience. "Including" means including without limitation.

31. Contact

QMS Learning LLC
20639 Lycoming Street STE B9, Walnut, CA 91789
will@qmslearning.com
(949) 734-8165