Terms of Service

Effective Date: The date of the relevant Order Form to which these Terms of Services are incorporated into.

Provider: Asymbl, Inc. (“Provider”)

Client: As identified in the applicable Order Form (“Client”)

These Terms of Service, together with each Order Form referencing them (collectively, this “Agreement”), govern Provider’s delivery of AI literacy, prompt engineering, Claude/Anthropic platform training services and all such other services set forth in the applicable Order Form (the “Services”) to Client. By executing an Order Form, Client agrees to be bound by these Terms of Service, which are incorporated into such Order Form.

1. Services

Provider will deliver the training services described in one or more Order Forms (each, an “Order Form”), which may include any combination of the following delivery formats:

• Live virtual instructor-led sessions;
• On-site, in-person workshops at a Client-designated location; and
• Self-paced online modules, made available via Provider’s learning platform or a designated third-party platform,

together with any related materials, exercises, sandbox environments, and assessments (collectively, “Training Materials”). The specific curriculum, audience size, delivery mix, schedule, and location(s) will be set forth in the applicable Order Form.

2. Order Forms

Each Order Form will reference and incorporate this Agreement. In the event of a conflict between the terms of an Order Form and this Agreement, the Order Form controls solely with respect to that engagement. No Order Form is binding until signed by Client.

3. Fees, Payment, Suspension and Termination

Services are provided on a flat project fee basis, as set forth in the applicable Order Form, unless otherwise agreed to by the parties and set forth in the applicable Order Form.

• Fees. Client will pay all fees for the Services as specified in the associated Order Form(s). Fees for renewal subscription terms will be based on Asymbl’s then-current fees, unless otherwise stated in an Order Form. Asymbl’s fees are exclusive of all taxes, levies or duties imposed by taxing authorities, and Client shall be responsible for payment of all such taxes, levies or duties, excluding only United States (federal or state) taxes based solely on Asymbl’s income. Fees do not include travel, lodging, venue, or third-party platform costs for on-site delivery, which will be itemized separately or specified in the Order Form. All fees are exclusive of applicable sales, use, and similar taxes, which are Client’s responsibility, excluding taxes on Provider’s net income
  • Billing and Payment. Asymbl issues invoices for each Service on or about the subscription start date for the initial subscription term and each renewal date for any renewal subscription term. Fees shall be paid in advance for the period specified on the Order Form or for a period of one year in the case of any renewal subscription term. Unless otherwise stated in an Order Form, fees are due upon receipt of the invoice. All fees due are payable in U.S. Dollars in accordance with instructions on such invoices. Client is responsible for providing complete and accurate billing and contact information and notifying Asymbl of any changes to such information. All payment obligations are non-cancelable, and all amounts paid are nonrefundable, except as expressly set forth in this Agreement.
• Suspension. If Client are in breach of this Agreement due to non-payment, Asymbl may suspend Client’s access to and use of the Services until Client has cured the breach. Asymbl will provide at least fifteen (15) days’ notice prior to any such suspension.
  • Termination. In addition to Asymbl’s suspension rights, Asymbl may terminate this Agreement and all Services hereunder upon written notice to Client if: (i) Client breach this Agreement and do not cure such breach within thirty (30) days after written notice of such breach; (ii) if Client becomes insolvent, makes an assignment for the benefit of creditors, commence any proceedings in bankruptcy or consent to any bankruptcy or similar proceedings; or (iii) Asymbl determines, in its sole discretion, that such termination is necessary to prevent the unauthorized disclosure of confidential or proprietary information. Upon the expiration or termination of this Agreement for any reason, any amounts which Client owed to Asymbl under this Agreement for the period prior to such termination will become immediately due and payable, and Asymbl will terminate Client’s access to and use of the Services. In no event will termination relieve Client of its obligation to pay any fees payable to Asymbl for the period prior to the effective date of any termination hereunder.

4. Scheduling

Training dates will be mutually agreed and set forth in the Order Form or a scheduling addendum..

5. Client Responsibilities

Client will: (a) designate a primary point of contact for coordination; (b) provide timely access to personnel, facilities, equipment, and information reasonably necessary for Provider to deliver the Services; (c) ensure attendees have access to any required hardware, software, or Anthropic/Claude accounts; and (d) be responsible for its personnel’s compliance with this Agreement and any applicable third-party platform terms (including Anthropic’s own terms of service, to the extent attendees access Claude or the Anthropic API directly or any other Anthropic products or services).

6. Intellectual Property

6.1 Training Materials

As between the parties, Provider retains all right, title, and interest in and to the Training Materials, including all pre-existing and independently developed content, templates, frameworks, and methodologies. Subject to full payment, Provider grants Client a non-exclusive, non-transferable, royalty-free license to use the Training Materials internally for Client’s own business purposes. Client may not resell, sublicense, publicly distribute, or use the Training Materials to create a competing training offering.

6.2 Client Materials

Client retains all right, title, and interest in any data, content, or materials it provides to Provider (“Client Materials”). Client grants Provider a limited license to use Client Materials solely to prepare and deliver the Services.

6.3 Feedback

Provider may use anonymized, aggregated feedback or attendee input to improve Provider’s Training Materials and Services, provided no Client confidential information or attendee-identifiable data is disclosed.

7. Third-Party Platforms

The Services may involve use of Anthropic’s Claude models, the Anthropic API, or Claude.ai/Claude Console and any other relevant Anthropic products and services that are part of any Services engagement (collectively, the “Anthropic Platform”). Provider is an independent training provider and is not Anthropic, and is not authorized to act on Anthropic’s behalf. Client’s and its attendees’ use of the Anthropic Platform is governed solely by Anthropic’s own terms of service, usage policies, and applicable agreements between Client and Anthropic. Provider makes no representations or warranties regarding the Anthropic Platform, including its availability, features, results or pricing, and Provider disclaims all liability arising from Client’s use of, or reliance on, or any results it obtains using, the Anthropic Platform.

8. Confidentiality

Each party may disclose confidential or proprietary information (“Confidential Information”) to the other in connection with this Agreement. The receiving party will: (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) protect it using at least the same degree of care it uses for its own similar information, but no less than reasonable care; and (c) not disclose it to third parties except to employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information excludes information that is or becomes public through no fault of the receiving party, was rightfully known prior to disclosure, or is independently developed without use of the disclosing party’s Confidential Information. This Section survives termination for a period of three (3) years, except that trade secrets remain protected for as long as they retain trade secret status under applicable law.

9. Data Privacy

To the extent Provider processes personal data of Client’s training participants in connection with the Services (e.g., names, email addresses, attendance, or assessment results), Provider will process such data solely to deliver and administer the Services, in accordance with its privacy practices and applicable data protection law. If required by applicable law, the parties will execute a separate data processing addendum.

10. Representations and Warranties

Each party represents that it has the authority to enter into this Agreement. Provider represents that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND TRAINING MATERIALS ARE PROVIDED “AS IS,” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT TRAINING WILL RESULT IN ANY PARTICULAR BUSINESS OUTCOME, PRODUCTIVITY GAIN, OR LEVEL OF PROFICIENCY WITH THE ANTHROPIC PLATFORM, NOR IS PROVIDER RESPONSIBLE FOR RESULTS OR OUTPUT ASSOCIATED WITH CLIENTS RECEIPT OF ANY OF THE SERVICES.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS DO NOT APPLY TO: (A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; (B) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; OR (C) A PARTY’S WILLFUL MISCONDUCT.

12. Indemnification

Provider will indemnify, defend, and hold Client harmless from third-party claims arising from Provider’s willful misconduct, or infringement of a third party’s intellectual property rights through the Training Materials. Client will indemnify, defend, and hold Provider harmless from third-party claims arising from Client Materials or Client’s misuse of the Training Materials. The indemnified party must provide prompt written notice, sole control of the defense, and reasonable cooperation.

13. Term and Termination

This Agreement commences on the Effective Date and continues until all Order Forms have been completed or terminated. Either party may terminate an Order Form for material breach if the breach remains uncured thirty (30) days after written notice. Sections 3, 6, 8, 9, 10, 11, 12, 14, and 15 survive termination.

14. Independent Contractor

Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties or between Provider’s personnel and Client.

15. General Provisions

15.1 Governing Law; Venue

This Agreement is governed by the laws of the State of Texas, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Texas for any dispute arising out of or relating to this Agreement.

15.2 Assignment

Neither this Agreement nor any rights or obligations hereunder may be assigned or transferred by Client without the prior written consent of Asymbl. Any attempted assignment or transfer in violation of the foregoing will be void. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permitted assigns. Any purported assignment in violation of this Section shall be null and void and have no effect.

15.3 Force Majeure

Provider is not liable for delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disaster, pandemic, labor dispute, loss of internet services, denial of service attacks, or governmental action.

15.4 Notices

Notices must be in writing and delivered by email (with confirmation of receipt) or recognized courier to the addresses specified in the applicable Order Form.

15.5 Entire Agreement; Amendment

This Agreement, including all Order Forms, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements or understandings. Amendments must be in writing and signed by both parties.

15.6 Severability

If any provision of this Agreement is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

15.7 No Waiver

No failure or delay by either party in exercising any right under this Agreement will operate as a waiver of that right.

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