Assent University –
Terms of Use

Welcome to Assent University! By accessing or using Assent University (the “LMS”), you confirm that you have read, understood, and accepted these Terms of Use (“Terms”) and agree to be bound by them. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity and its affiliates, in which case the terms “you” or “your” will refer to that entity and its affiliates.

Access to the LMS is conditioned on acceptance of these Terms. If you do not agree, you may not use the LMS.

DEFINITIONS. 

As used in these Terms, “we,” “us,” “our,” and “Assent” mean Assent Inc. and its affiliates.

• “LMS” or “Assent University” means Assent’s learning and training offering made available to eligible users in connection with Assent’s services. The LMS includes all courses, learning pathways, webinars (live or recorded), learning materials, assessments, certifications or completion records, discussion or interactive features, dashboards, reporting, and related support and functionality, whether accessed through a website, integrated environment, mobile interface, or other means.
• “Customer” means any organization that has entered into an Order Form or similar agreement with Assent for the purchase or use of Assent services (including access to the Assent Sustainability Platform (“ASP”)) and that is granted access to the LMS as part of such services, including authorized users of that organization.
• “User” means an organization or individual that is granted access to the LMS in connection with Assent services purchased by a Customer.
• “User Content” means any content you submit, post, upload, or otherwise make available through the LMS, including comments, messages, webinar participation content, or other materials.

1. GENERAL TERMS

1.1 Modifications to the LMS. Assent may modify, suspend, or discontinue any aspect of the LMS at any time, including courses, webinar offerings, integrations, or features. Certain features may be added on a pilot, beta, or trial basis and may be modified or discontinued without notice.

1.2 Target Audience. The LMS is not targeted to, and should not be used by, persons below the age of majority in their jurisdiction. By accessing the LMS, you represent and warrant that you are not below the age of majority, are legally qualified to enter into and form contracts under applicable law, and are not barred from accessing the LMS under the laws of any applicable jurisdiction.

1.3 Privacy Statement. Your use of the LMS is subject to the Assent & Website Privacy Policy, available at https://www.assent.com/privacy/, which is incorporated by reference. The Privacy Policy describes how Assent collects, uses, and discloses personal information in connection with the LMS, including information relating to course enrollment, course completion, and webinar participation.

2. ACCEPTABLE USE

2.1 Acceptable Use of the LMS. You agree to use the LMS only for lawful, business-related purposes and in accordance with these Terms. Without limiting the generality of the foregoing, you agree not to:

1. Submit data or content you know to be confidential, materially false, misleading, inaccurate, or submitted without a lawful basis or required authorization, including any necessary consents under applicable privacy laws.
2. Use the LMS in a way that infringes on the intellectual property, confidentiality, or privacy rights of others.
3. Access or use the LMS in violation of any applicable law or regulation.
4. Introduce malicious code, attempt to bypass LMS security, or interfere with the functionality, integrity, or availability of the LMS. 
5. Share your account credentials, misrepresent your identity, impersonate another individual or entity, or access any area or feature of the LMS for which you are not authorized.
6. Use the LMS to send spam, harass others, or engage in conduct that is abusive, discriminatory, defamatory, or otherwise harmful.
7. Reverse engineer, decompile, disassemble, scrape, or attempt to extract source code, data models, or proprietary information from the LMS, or use automated tools (e.g., bots, scrapers, spiders) to access, copy, or monitor LMS content without written permission.
8. Use LMS data or content in a manner inconsistent with its intended purpose, including unauthorized enrichment, redistribution, profiling, or reselling to third parties.
9. Submit or store information in the LMS that is purely personal, unrelated to business use, or outside the intended compliance or sustainability context.
10. Use artificial intelligence features (where available) to generate, or attempt to generate, content that violates any provision of these Terms, including but not limited to, content that is false, misleading, abusive, discriminatory, defamatory, or that attempts to circumvent, manipulate, or test the security, safety, or guardrail mechanisms of the LMS.

2.3 Suspected Misuse and Penalties. Assent may, but is not obligated to, monitor the LMS for noncompliance with these Terms. Assent shall be the sole arbiter of any suspected violations, misuse, and associated penalties or actions, subject to applicable law. For suspected violations, and without limiting any of its other remedies, Assent reserves the right to immediately and without notice (a) delete or modify content (including User Content), (b) suspend your account, (c) terminate your account, (d) identify you to third parties, including prosecutors, and/or (e) take legal action. Assent intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms or of any applicable laws. Assent reserves the right to seek civil, criminal or injunctive relief, at its sole discretion and without obligation, to enforce these Terms.

3. CONTENT AND INTELLECTUAL PROPERTY

3.1 Ownership of LMS Content. All courses, materials, videos, webinars, designs, text, graphics, and other content made available through the LMS are owned by Assent or its licensors and are protected by intellectual property laws. Except as expressly permitted, Users are granted to rights or license to copy, modify, distribute, or create derivative works from LMS content.

3.2 Limited License. Subject to compliance with these Terms, Assent grants you a limited, non-exclusive, non-transferable, revocable license to access and use LMS content for your internal business training purposes only.

3.3 User Content. You retain ownership of any User Content you submit. By submitting User Content, you grant Assent a non-exclusive, worldwide, perpetual, royalty-free license to use, host, store, reproduce, and display such content as necessary to operate and improve the LMS. You represent that you have all necessary rights to submit User Content and that it does not violate any third-party rights or applicable laws.

4. WEBINARS AND INTERACTIVE FEATURES

4.1 Webinar Participation. The LMS may include live and recorded webinars, including sessions delivered through integrated third-party services. Participation may include audio, video, chat, screen sharing, polling, or other interactive functionality. By participating in a webinar, you acknowledge and agree that:  (a) sessions may be recorded; (b) recordings may be made available to other authorized LMS users; and
(c) your name, username, voice, image, profile photograph, submitted questions, comments, and other contributions (collectively, your “Likeness”) may be captured in such recordings. Assent may use recordings, including your Likeness as captured therein, for internal business purposes such as training, quality assurance, documentation, and service improvement. You are responsible for ensuring that any information you disclose during a webinar is appropriate and that you have all necessary rights and permissions to share it.

4.2 Third-Party Services. The LMS may integrate with third-party services (e.g., webinar hosting tools). Your use of those services may also be subject to the third party’s terms and policies. Assent is not responsible for the availability or performance of third-party services.

5. DATA AND REPORTING

5.1 Learning Metrics. The LMS tracks learning-related metrics such as use, course enrollment, and course completion. Certain metrics may be made available to your organization’s designated administrators. Assent may use aggregated and non-identifiable learning data for internal reporting, service improvement, analytics, and customer support purposes.

6. DISCLAIMERS; LIMITATION OF LIABILITY

6.1 NO PROFESSIONAL ADVICE. THE LMS CONTENT IS PROVIDED FOR GENERAL INFORMATIONAL AND TRAINING PURPOSES ONLY. ASSENT DOES NOT PROVIDE LEGAL, REGULATORY, OR PROFESSIONAL ADVICE THROUGH THE LMS. YOU ARE RESPONSIBLE FOR DETERMINING HOW LMS CONTENT APPLIES TO YOUR ORGANIZATION’S SPECIFIC CIRCUMSTANCES.

6.2 NO WARRANTIES. THE LMS AND LMS CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASSENT DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WARRANTIES  OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ASSENT DOES NOT GUARANTEE UNINTERRUPTED ACCESS, ERROR-FREE CONTENT, OR THAT COURSE COMPLETION WILL SATISFY ANY LEGAL OR REGULATORY OBLIGATION.

6.3 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASSENT AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE LMS. ASSENT’S TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF $2,000 USD OR THE AMOUNT PAID BY YOUR ORGANIZATION FOR ASSENT SERVICES IN THE PRIOR 12 MONTHS.

6.4 INDEMNIFICATION. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS ASSENT AND ITS AFFILIATES FROM ANY CLAIMS ARISING OUT OF YOUR MISUSE OF THE LMS, VIOLATION OF THESE TERMS, INFRINGEMENT OF THIRD-PARTY RIGHTS, OR UNAUTHORIZED USER CONTENT SUBMITTED BY YOU.

7. TERMINATION

7.1 Termination. You may terminate these Terms at any time by ceasing to access and use the LMS. Assent may terminate these Terms at its sole discretion upon reasonable notice, except in cases of breach or suspected breach of these Terms or applicable law, in which case Assent may terminate immediately without notice or liability. Assent may also deny, suspend, cancel, or terminate your use of the LMS, including, without limitation, for breach or suspected breach of these Terms or of any applicable law or regulation without notice.

7.2 Effect of Termination. Upon termination, you will no longer be authorized to access the LMS, and you shall immediately cease all use of the LMS and any related materials. The following provisions will survive termination or expiration of these Terms: Sections 2, 3, 5, 6, 7, and 8. Following termination, Assent may retain and use all User Content, Likeness, materials, and metrics as permitted under these Terms and applicable law. Assent does not guarantee the availability of data export or retrieval following termination and may limit or discontinue access to the LMS and related data at its discretion.

8. MISCELLANEOUS

8.1 Entire Agreement. These Terms, together with any documents incorporated by reference, constitute the entire agreement between you and Assent governing your use of the LMS and supersede all prior or contemporaneous agreements, communications, or understandings relating to such use.

8.2 Waiver. The failure of Assent to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

8.3 Third-Party Beneficiaries. Except for Assent and its affiliates, and unless otherwise expressly stated, no person or entity who is not a party to these Terms has any right to enforce any terms herein.

8.4 Governing Law and Jurisdiction. These Terms will be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded from application to these Terms. The parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario for any dispute arising out of or relating to these Terms.

8.5 Assignment and Successors. Assent may assign its rights and duties under these Terms to any party at any time without notice to you. Your rights and duties are not assignable by you without Assent’s prior written consent. These Terms will bind and endure to the benefit of the parties and their respective successors and permitted assigns. 

8.6 Severability. If any provision (or portion thereof) of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions (and the unaffected portion of the provision) will remain in full force and effect and will be construed to achieve, to the extent possible, the original objectives of the provision.

8.7 Notices and Contact. If you have questions, comments, or wish to provide any notice under these Terms, please contact Assent at Legal@Assent.com. Assent may provide notices by posting to assent.com, within the LMS, or by email to the address associated with your account.

8.8 Updates to Terms. To the maximum extent permitted by law, Assent may modify these Terms, as well as any documents, policies, webpages, or other materials referenced or incorporated by reference herein, by posting an updated version and providing notice to you via email or through the LMS. Your continued access to the LMS after the effective date of any such updates constitutes your acceptance of the updated Terms and referenced materials. 

8.9 Language. The parties have agreed that these Terms and any related documents be drafted in the English language. Les parties ont convenu que les présentes modalités et tout document s’y rattachant soient rédigés en langue anglaise.