Terms of Service

1. Acceptance of Terms

By accessing or using the ArcLero Learning Management System (“Service”), you (“Customer”) agree to be bound by these Terms of Service (“Terms”). If you are accepting these Terms on behalf of an organization, you represent that you have the authority to bind that organization. If you do not agree, do not use the Service.

For government and enterprise Customers, a signed ordering document or purchase order (“Order”) may supplement these Terms. If there is a conflict between an Order and these Terms, the Order controls.

2. Service & License

ArcLero grants Customer a non-exclusive, non-transferable right to access and use the Service during the subscription period for Customer’s internal training and education operations. The Service is hosted on Amazon Web Services GovCloud (US) unless otherwise agreed in writing.

ArcLero may update the Service from time to time. We will provide reasonable advance notice of any changes that materially reduce core functionality.

3. Acceptable Use

Customer and its users agree not to:

1. Reverse engineer, decompile, or attempt to derive the source code of the Service;
2. Upload or transmit malicious code, viruses, or harmful components;
3. Use the Service for unlawful purposes or to distribute content that infringes third-party rights;
4. Attempt to gain unauthorized access to the Service or connected systems;
5. Sublicense, resell, or make the Service available to unauthorized third parties.

ArcLero may suspend access to accounts that violate these Terms or compromise platform security, with notice to Customer’s administrator when feasible.

4. Customer Data & Intellectual Property

Customer owns its data. All content, learner records, course materials, and data uploaded by Customer or its users (“Customer Data”) remains the exclusive property of Customer. ArcLero acquires no ownership rights in Customer Data.

ArcLero may access Customer Data only as necessary to provide the Service, respond to support requests, or as required by law. ArcLero will not sell, lease, or commercially exploit Customer Data, and will not use Customer Data to train machine learning models or develop unrelated products.

ArcLero owns its platform. The Service, including all software, code, documentation, and design, is the property of ArcLero. Nothing in these Terms transfers ownership of ArcLero intellectual property to Customer.

5. Data Privacy & FERPA

ArcLero’s collection and use of personal information is governed by our Privacy Policy.

For education Customers: To the extent Customer is an educational agency or institution and discloses education records (as defined under FERPA, 20 U.S.C. § 1232g) to ArcLero, the following applies:

1. ArcLero performs an institutional service for which Customer would otherwise use employees and may be considered a “school official” under the FERPA school official exception (34 CFR § 99.31(a)(1)(i)(B));
2. ArcLero is under the direct control of Customer with respect to the use and maintenance of education records;
3. ArcLero is subject to 34 CFR § 99.33(a) — we will use education records only for the purposes for which the disclosure was made and will not redisclose personally identifiable information without prior consent or as directed by Customer;
4. ArcLero will not use education records for targeted advertising or non-educational commercial purposes.

Customer Data is stored within the United States (AWS GovCloud US regions).

6. Security

ArcLero maintains administrative, technical, and physical safeguards to protect Customer Data, including FIPS 140-2 validated encryption (TLS 1.2+ in transit, AES-256 at rest), multi-factor authentication, role-based access controls, and immutable audit logging.

ArcLero’s security program is aligned with NIST SP 800-53 Rev. 5 (Moderate baseline). Security documentation is available upon request under NDA.

If ArcLero becomes aware of a confirmed security breach affecting Customer Data, we will notify Customer without unreasonable delay. Such notice will describe the nature of the incident, the types of data affected, and the measures taken to address it.

7. Payment

Fees are specified in the applicable Order and are based on the subscription tier and number of users. Unless otherwise stated, fees are invoiced annually in advance and are due within 30 days of the invoice date. Fees do not include applicable taxes, for which Customer is responsible.

8. Term, Termination & Data Return

The subscription term is specified in the applicable Order. Either party may terminate these Terms if the other party materially breaches and fails to cure within 30 days of written notice.

ArcLero may suspend access if Customer’s account is more than 60 days overdue or if continued access poses a security risk to the Service.

Data return: Upon termination or expiration, ArcLero will make Customer Data available for export in a standard format (e.g., CSV, XML, SCORM packages) for 30 days. After that period, ArcLero will securely delete Customer Data from production systems. A written certification of deletion is available upon request.

9. Limitation of Liability

To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, special, consequential, or punitive damages arising out of or related to these Terms.

Except for ArcLero’s obligations regarding data privacy, security, and breach notification, each party’s total liability under these Terms shall not exceed the fees paid by Customer during the 12 months preceding the claim.

These limitations do not limit liability for gross negligence, willful misconduct, or Customer’s payment obligations.

10. Government Customers

This section applies only when Customer is a U.S. federal, state, or local government entity. Where this section conflicts with other provisions, this section controls.

The Service is a “commercial item” as defined in FAR 2.101 and is offered under FAR Part 12. These Terms represent ArcLero’s standard commercial terms.

No indemnification by government. Any provision of these Terms requiring Customer to indemnify ArcLero, or to pay future fees, penalties, or other amounts that would create an Anti-Deficiency Act violation (31 U.S.C. § 1341), is unenforceable against government Customers and shall have no effect, consistent with FAR 52.212-4(u). Acceptance of these Terms through a click-through or similar mechanism does not bind the government to any such provision.

Payment subject to appropriations. Any payment obligation of a government Customer is subject to the availability of appropriated funds.

Governing law and disputes. For U.S. federal government Customers, these Terms are governed by applicable federal law, and disputes are subject to the Contract Disputes Act (41 U.S.C. chapter 71). Any provision subjecting the government to state law shall have no effect. Binding arbitration does not apply. For state or local government Customers, the laws of Customer’s jurisdiction apply.

Nothing in these Terms implies endorsement of ArcLero by any government entity, or waives any sovereign immunity enjoyed by Customer.

11. General

Governing Law. Except for government Customers (see Section 10), these Terms are governed by the laws of the Commonwealth of Virginia, without regard to conflict of laws principles.

Force Majeure. Neither party is liable for delays caused by events beyond reasonable control, including natural disasters, pandemic, acts of government, or third-party infrastructure failures.

Assignment. Neither party may assign these Terms without written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

Severability. If any provision is found unenforceable, the remaining provisions continue in full effect.

Entire Agreement. These Terms, together with any Order and our Privacy Policy, constitute the entire agreement between the parties. ArcLero may update these Terms with 30 days’ notice. For Customers with an active Order, material changes require Customer’s written consent to apply during the current term.