Always Culture Standard Training Terms
Last Updated: December 4, 2025
These Standard Training Terms (“Terms”) apply to all Quotes, Orders, and training purchases made from Always Culture LLC (“Always Culture”).
When a Customer accepts a Quote (via signature, electronic approval, or click-to-accept), the Quote and these Terms together form the complete agreement between Always Culture and the Customer.
These Terms contain the legal provisions governing the use of Always Culture content, including intellectual property protections, usage restrictions, warranty disclaimers, limitations of liability, and termination provisions.
The Quote will control for commercial details such as:
- Product selection
- Pricing
- Payment terms
- Number of CE certificates
- Access term and LMS delivery method
These Terms will control for all other matters.
PLEASE READ THIS LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING ANY OF THE EDUCATION AND TRAINING VIDEOS OFFERED BY Always Culture. (“AC”) DESCRIBED BELOW. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS.
1. Education & Training Videos. Subject to the terms of this Agreement, AC hereby grants to you a limited, non-transferable, royalty-free, and non-exclusive license to use the education and training content (hereinafter the Videos and Content shall be referred to as the “Service”) during the Term of this Agreement. This license is limited to use at a single physical hospital or healthcare facility location as specified at the time of purchase. Use across multiple hospitals or locations requires the purchase of additional licenses. Your use of the Service shall be strictly in accordance with this Agreement and our Terms of Use. You are responsible for providing and maintaining all computer equipment and software and telecommunications services necessary to access the Service. Nothing in this Agreement grants or transfers to you or to any third party any ownership rights in the Service, including the software and other intellectual property rights related to the Service. Except as specifically set forth in this Agreement, AC owns and retains all right, title, and interest in the Service and any and all related materials.
2. Payment. For access to and use of the Service, you agree to pay the amounts set forth in AC’s Fee Schedule for the number of staff and/or locations for which you are purchasing a license. You hereby acknowledge and agree that the subscription fee is payable in advance for each license purchased upon acceptance of this Agreement and will be charged whether you use the Service or not. You are responsible for any taxes, including personal property taxes or sales taxes, resulting from your use of the Service. Payments not paid when due shall be subject to late charges equal to the lesser of (i) one and one-half percent (1.5%) per month of the overdue amount or (ii) the maximum amount permitted under applicable law. You agree to pay all attorneys’ and collection fees arising from efforts to collect any past due amounts from you.
3. Restrictions On Use. All videos and any material made available for download are the property of Always Culture and/or its affiliates. The videos are protected by federal and international copyright and trademark laws and no portion of the materials may be reprinted, republished, modified, or distributed in any form, other than those expressly defined in the agreement, without the express prior written permission of AC. Access to the videos may not be shared with any third party. You shall keep intact any proprietary notices, including copyright notices, contained on any downloaded materials or videos and shall comply with any applicable License Agreements and Policies. Any rights not expressly granted by these Terms and Conditions or any applicable License Agreements are reserved by AC.
4. Modifications and Changes to Service. The content, availability and access and all other features, attributes or aspects of the Service are subject to change, modification, additions or deletions at any time without notice at AC’s sole discretion.
5. Your Responsibilities. You agree to comply with the Terms of Use and all applicable laws and regulations, including, but not limited to, those related to copyright, trademark, other intellectual property rights, data privacy, international communications, import and export regulations and tax laws and regulations. You agree to notify AC promptly if you suspect unauthorized use of the videos. Until you notify AC, you remain solely responsible for such unauthorized use and any damages that may result therefrom. You further agree to notify AC immediately in the event you become subject to any lawful order or process that would prohibit or limit your use of the videos. As a condition of your use of these videos, you warrant to AC that you will not use the videos for any purpose that is unlawful or prohibited by these Terms and Conditions.
7. Prohibited Activities. You may not modify, edit, or amend the Service or create derivative works based on the Service. You may not distribute, rent, lease, sell, license, or otherwise transfer rights in the Service to any other person or entity or make any other commercial use of the Service.
8. Video Distribution. Except for downloading of the videos for use on your computer network and website, which is authorized, you may not save the videos to any public video hosting website. This includes, but is not limited to YouTube, Vimeo, Vzaar, Facebook, Wistia, Brightcove, etc.
9. Disclaimer of Warranties. THE SERVICE IS PROVIDED AS-IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. AC EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE/NON-INFRINGEMENT TO THE FULL EXTENT PERMITTED BY LAW. AC DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. AC DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, APPROPRIATENESS FOR A PARTICULAR TASK OR APPLICATION, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AC OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. YOU ARE ENTIRELY RESPONSIBLE FOR AND ASSUME ALL RISK FOR USE OF THE SERVICE. AC IS NOT RESPONSIBLE FOR TRANSMISSION ERRORS OR CORRUPTION OR SECURITY OF INFORMATION CARRIED OVER TELECOMMUNICATION LINES.
10. Limitation of Liability. IN NO EVENT SHALL AC BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR RELATED IN ANY WAY WITH TO THIS AGREEMENT OR THE SERVICE, OR FOR ANY CLAIM BY ANY THIRD PARTY (INCLUDING FOR INTELLECTUAL PROPERTY INFRINGEMENT), EVEN IF AC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF AC TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO AC IN THE THREE MONTHS PRIOR TO THE EVENT CAUSING LIABILITY.
11. Exclusive Remedy. Your sole right and exclusive remedy for breach of this Agreement by AC if you are dissatisfied for any reason with the Service is to terminate this Agreement as provided in this Agreement.
12. Term and Termination. The term of this Agreement shall commence at time AC (i) receives the payment according to the Fee Schedule, and (ii) the terms of the license agreement are accepted. The license is effective until terminated. You may terminate it at any time by notifying AC in writing. It will also terminate upon conditions set forth elsewhere in this Agreement or if you fail to comply with any term or condition of this Agreement.
13. Rights and Duties Upon Termination. Upon termination of this Agreement, all rights to the Service terminate immediately and you must remove any AC videos and content from your computer, network, website, and any other use immediately. AC may delete any data files associated with your use of the Service upon termination of this Agreement.
14. Choice of Law, Venue and Jurisdiction. This Agreement is entered into in the State of Texas and shall be governed by and construed in accordance with the laws of the State of Texas, exclusive of its choice of law rules. Each party to this Agreement submits to the exclusive jurisdiction and venue of the state and federal courts sitting in the County of Montgomery in the State of Texas, and waives any jurisdictional, venue, or inconvenient forum objections to such courts. In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys’ fees. In the event that any of the terms and conditions are held by a court or other tribunal of competent jurisdiction to be unenforceable, those provisions shall be limited or eliminated to the minimum extent necessary, so that the remaining terms and conditions shall otherwise remain in full force and effect.
15. Intellectual Property Ownership, Copyright Protection. The Service (videos and content) are the intellectual property of and owned by AC. Except as expressly stated herein, this Agreement does not grant you any intellectual property and all rights not expressly granted are reserved by AC.
16. General Terms. Your rights and obligations under this Agreement may not be assigned or transferred without the written permission of AC and any assignment or transfer in violation of this provision shall be null and void. If any provision of this Agreement is determined to be invalid, all other provisions will remain in force. Notice or other communication between you, and AC may be given by conventional first-class mail or by email. Notices sent by first-class mail are effective on the fifth day after mailing. Notices sent by email are effective the next business day after they are sent.
YOU ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS AND THE TERMS AND CONDITIONS OF THE USE POLICY, YOU MAY CHOOSE NOT TO BECOME A USER OF THE SERVICES.