Terms and Conditions

These Terms and Conditions (the “Terms”) form a binding agreement between you (“you”, the “Client”, or the “User”) and Lasso Mgmt LLC, an Oklahoma limited liability company (“Company”, “we”, “us”, or “our”), governing your access to and use of the Lasso Learn website, training platform, custom course development services, and any related applications, APIs, or materials (collectively, the “Services”).

By accessing or using the Services — whether by creating an account, uploading materials, logging in as a learner, or otherwise interacting with the platform — you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy. If you do not agree, you must not access or use the Services.

If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization and that organization will be considered the Client for purposes of these Terms.

• “Company” means Lasso Mgmt LLC and its affiliates.
• “Client” means the organization or individual that contracts with the Company for the Services, including its authorized administrators.
• “Services” means the Lasso Learn platform, custom course development, hosting, delivery, reporting, and any related professional services provided by the Company.
• “Platform” means the web and mobile interfaces, APIs, dashboards, and supporting infrastructure through which the Services are made available.
• “Content” means any text, images, audio, video, assessments, courseware, configurations, or other material accessible through or generated by the Services.
• “Custom Course” means an interactive training module developed by the Company at the request of, and based on materials provided by, a Client.
• “Client Materials” means standard operating procedures, manuals, handbooks, slide decks, video, photos, scripts, brand assets, and any other source materials the Client provides for use in developing Custom Courses.
• “Learner” means an employee, contractor, volunteer, or other individual whom the Client authorizes to access training through the Platform.
• “Order” means an order form, statement of work, online subscription selection, or similar document that references and incorporates these Terms.

The Services are intended for use by businesses and organizations. To open an administrator account, you must be at least 18 years old and legally capable of entering into a binding contract. If you are registering on behalf of an organization, you represent that you have the authority to do so and that all information you provide is accurate, current, and complete.

You are responsible for maintaining the confidentiality of your account credentials, including any QR codes, PIN codes, passwords, or session tokens issued in connection with the Services. You are responsible for all activity that occurs under your account, and you agree to notify the Company promptly of any unauthorized access or suspected security incident.

The Platform, including all underlying software, source code, designs, user interfaces, workflows, templates, frameworks, default content, documentation, and any methodologies the Company uses to develop Custom Courses, is and remains the exclusive property of the Company and its licensors. All right, title, and interest in and to the foregoing — including all intellectual property rights — are reserved by the Company.

Subject to the Client's payment of all fees and continued compliance with these Terms, the Company grants the Client a limited, non-exclusive, non-transferable, revocable license to access and use Custom Courses developed for the Client solely for internal training of the Client's Learners through the Platform. This license does not transfer ownership of the courseware or any underlying methodology, templates, or platform components used to deliver it.

The Company's name, logos, and product names (including “Lasso Learn”) are trademarks of the Company. No right or license is granted to use them except as expressly permitted in writing.

As between the parties, the Client retains all right, title, and interest in and to (a) the Client Materials it provides to the Company, (b) any data generated by the Client's Learners through their use of the Services (such as completion records, quiz scores, and attendance), and (c) the Client's trademarks, logos, brand assets, and confidential business information.

The Client grants the Company a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, host, store, process, and display the Client Materials and Client data solely as necessary to provide, maintain, secure, support, and improve the Services for the Client. This license terminates upon termination of the Client's account, except to the extent the Company must retain limited information to comply with legal obligations or to enforce these Terms.

The Client represents and warrants that it owns or has obtained all rights, licenses, consents, and permissions necessary to provide the Client Materials and to authorize the Company's use of them as described in these Terms.

Subject to these Terms and the Client's payment of applicable fees, the Company grants the Client a limited, non-exclusive, non-transferable, non-sublicensable license, during the term of the applicable Order, to access and use the Services for the Client's internal training and compliance purposes. This license extends to the Client's authorized administrators and Learners but does not permit any other use, reproduction, distribution, or modification of the Services or any portion of them.

The specific features, learner counts, course development credits, support levels, storage limits, and other entitlements available to a Client depend on the plan or tier described in the applicable Order. The Company may meter usage against those limits and may, in its reasonable discretion, throttle, suspend, or charge for usage that exceeds them.

The Company reserves the right to introduce, modify, or retire individual features over time. The Company will make commercially reasonable efforts not to materially degrade the core Services purchased by an active Client during the paid term of that Client's Order.

Fees for the Services are set forth in the applicable Order or, for online subscriptions, on the checkout or pricing page in effect when the Client subscribes. Unless otherwise stated, fees are quoted and payable in United States dollars and are exclusive of taxes, duties, and similar governmental charges, which are the Client's responsibility.

Subscription fees are billed in advance on the cycle specified in the Order (typically monthly or annually). Custom course development fees may be billed as a one-time setup, in milestone installments, or on completion, as described in the Order. The Company may suspend the Services for any account with fees more than fifteen (15) days past due and may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law, together with reasonable collection costs.

Fees for custom course development are non-refundable once development work has begun. This includes fees for scoping, scripting, narration, video production, course assembly, and quality assurance that has been performed at the time of the cancellation request, regardless of whether the Client elects to deploy or use the resulting Custom Course.

Subscription fees are non-refundable for the period in which they are paid. A Client may cancel auto-renewal at any time prior to the start of the next billing cycle; the Services will remain available through the end of the then-current paid period. Trial periods, promotional credits, and discounts are governed by the specific terms under which they were offered.

The Company does not guarantee any specific training, business, compliance, or operational outcome from use of the Services and does not provide refunds based on dissatisfaction with results.

The Client agrees to:

• Provide accurate, complete, and current Client Materials and registration information, and update them as needed;
• Ensure that it owns or has obtained all necessary rights, licenses, and consents in the Client Materials, including any third-party content, images, music, or footage embedded in them;
• Manage its own administrators and Learners, including issuing and revoking access, maintaining account security, and configuring permissions appropriately;
• Use the Services in compliance with all applicable laws, regulations, and contractual obligations binding on the Client;
• Verify that Custom Courses and training records produced by the Services meet the Client's specific operational, regulatory, and compliance requirements (see Section 17 and Section 19); and
• Promptly notify the Company of any actual or suspected security incident, data breach, or unauthorized use of the Services involving the Client's account.

The Company will provide the Services with reasonable skill and care, consistent with generally accepted industry standards. The Company will use commercially reasonable efforts to keep the Platform available, to protect Client data with appropriate technical and organizational measures (as further described in Section 13), and to communicate planned maintenance or material changes in advance where practical.

Each party may receive non-public information from the other in connection with the Services (“Confidential Information”). Confidential Information includes the Client Materials, the Client's Learner data, the non-public features of the Platform, pricing, product roadmaps, and any information a reasonable person would understand to be confidential given its nature or the circumstances of its disclosure.

Each party agrees to use the other's Confidential Information only as needed to exercise its rights and perform its obligations under these Terms, to limit access to its personnel and contractors who have a need to know and are bound by confidentiality obligations no less protective than these Terms, and to protect the other party's Confidential Information with at least the same degree of care it uses for its own confidential information of like importance (and in no event less than a reasonable degree of care).

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was independently developed without reference to the other party's Confidential Information, was rightfully received from a third party without restriction, or must be disclosed by law or court order (in which case the receiving party will, where legally permitted, give the disclosing party prompt notice).

The Company's collection, use, and disclosure of personal information in connection with the Services is described in the Privacy Policy, which is incorporated by reference into these Terms. By using the Services, the Client and its Learners consent to that processing.

The Company maintains administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Client data, including encryption of data in transit, encryption of data at rest where supported by underlying infrastructure, role-based access controls, and routine security review. No method of transmission or storage is perfectly secure, however, and the Company does not guarantee absolute security.

The Client and its Learners must use the Services only for lawful purposes and in a manner that does not infringe the rights of, or restrict or inhibit the use and enjoyment of, the Services by any third party. The Client is responsible for ensuring that its administrators and Learners are aware of, and comply with, these Terms in their use of the Services.

The Client and its Learners agree not to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform, except to the extent expressly permitted by applicable law;
• Circumvent or attempt to circumvent any access control, license enforcement, rate limit, or security feature of the Services;
• Access or attempt to access accounts, data, or environments that do not belong to the Client;
• Resell, sublicense, rent, lease, or otherwise commercially exploit the Services to any third party except as expressly authorized in writing by the Company;
• Upload, transmit, or store unlawful, infringing, defamatory, harassing, or malicious content, including malware;
• Use the Services to develop a competing product or service, or to benchmark for the purpose of public comparison without the Company's prior written consent; or
• Use the Services in any manner that could disable, overburden, damage, or impair the Platform or interfere with another party's use of it.

The Services support several access methods for administrators and Learners, including email and password sign-in, QR code login, and company code with PIN. The Client is responsible for selecting the access methods it enables for its Learners, for issuing and revoking access, and for the actions of anyone using credentials issued under its account.

QR codes, PINs, and other login artifacts are credentials and must be treated accordingly. The Client agrees to revoke them promptly when a Learner separates from the organization or otherwise no longer requires access. The Company is not responsible for unauthorized use that results from a failure to revoke credentials in a timely manner.

Certain features of the Services — including portions of the custom course development workflow, content suggestion, translation, transcription, summarization, and assessment generation — may use artificial intelligence or other automated tools, whether developed internally or provided by third-party AI service providers. Output produced by such tools is probabilistic and may be inaccurate, incomplete, biased, or otherwise unsuitable for a particular purpose.

The Company does not warrant the accuracy, completeness, currency, or fitness for any particular purpose of any AI-generated or AI-assisted output. The Client is solely responsible for reviewing, editing, and approving all training content before it is deployed to Learners, and for verifying that the content meets the Client's specific operational, regulatory, and compliance requirements — including, where applicable, OSHA, HIPAA, food safety, licensing, and similar standards.

The Services rely on third-party providers, including cloud hosting, database, authentication, email delivery, payment processing, video processing, and AI vendors. The Services may also integrate with third-party applications selected by the Client. Such third-party services are governed by their own terms and privacy policies, and the Company does not control them.

To the maximum extent permitted by law, the Company is not responsible or liable for the availability, accuracy, content, security, or performance of any third-party service, or for any loss or damage arising from a third-party outage, defect, or change in service.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR IN A SIGNED ORDER, THE SERVICES, CUSTOM COURSES, AND ALL CONTENT MADE AVAILABLE THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT THAT ANY CUSTOM COURSE, ASSESSMENT, CERTIFICATE, OR RECORD PRODUCED THROUGH THE SERVICES WILL SATISFY ANY SPECIFIC LEGAL, REGULATORY, ACCREDITATION, OR COMPLIANCE REQUIREMENT APPLICABLE TO THE CLIENT, INCLUDING REQUIREMENTS UNDER OSHA, HIPAA, ANY STATE DENTAL OR HEALTHCARE LICENSING BOARD, OR ANY OTHER REGULATOR. THE CLIENT IS SOLELY RESPONSIBLE FOR DETERMINING WHICH REQUIREMENTS APPLY TO IT AND FOR VERIFYING THAT ITS USE OF THE SERVICES, INCLUDING THE CONTENT OF ITS CUSTOM COURSES AND THE RECORDS IT MAINTAINS, MEETS THOSE REQUIREMENTS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, OR LOST OR CORRUPTED DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE CLIENT TO THE COMPANY UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITATIONS APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

The Client agrees to defend, indemnify, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) the Client Materials or any other content the Client or its Learners upload, store, or transmit through the Services, including any allegation that such content infringes or misappropriates a third party's rights; (b) the Client's or its Learners' use of the Services in violation of these Terms or applicable law; or (c) the Client's failure to satisfy any regulatory or compliance obligation applicable to its business.

The Company will promptly notify the Client of any such claim, will permit the Client to control the defense and settlement (provided that any settlement requiring the Company to admit liability, pay money, or take or refrain from action requires the Company's prior written consent), and will provide reasonable cooperation at the Client's expense.

The Company may modify the Services from time to time, including adding, changing, or removing features. The Company may also update these Terms by posting a revised version on the Lasso Learn website and updating the Effective Date above. For material changes, the Company will use commercially reasonable efforts to provide notice through the Platform, by email to the Client's billing contact, or by other reasonable means at least thirty (30) days before the changes take effect.

The Client's continued use of the Services after the effective date of a change constitutes acceptance of the updated Terms. If the Client does not agree to a material change, the Client may terminate its account as described in Section 23 before the change takes effect.

Either party may terminate an Order (a) at the end of the then-current paid subscription period by cancelling renewal in accordance with the cancellation procedures made available through the Platform, or (b) for cause if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after written notice (or immediately, in the case of an uncurable breach, including a breach of Section 4, 5, 12, or 15).

The Company may suspend access to the Services immediately if the Client's account is more than fifteen (15) days past due, if the Company reasonably believes the Client or a Learner is engaged in a prohibited activity under Section 15, or if continued provision of the Services would expose the Company or any third party to legal or security risk.

On termination, the Client's right to access the Services ceases. The Company will, on written request received within thirty (30) days after termination, make a one-time export of the Client's data available in a commercially reasonable format. After that period, the Company may delete the Client's data, except to the extent the Company is required by law to retain it. The license granted to the Client to use Custom Courses survives termination only to the extent expressly stated in the applicable Order.

These Terms are governed by the laws of the State of Oklahoma, without regard to its conflict of laws principles. The state and federal courts located in Oklahoma County, Oklahoma have exclusive jurisdiction over any dispute arising out of or related to these Terms or the Services, and each party consents to personal jurisdiction and venue in those courts.

Before initiating any formal proceeding, the parties agree to attempt to resolve any dispute informally by good-faith negotiation for at least thirty (30) days after written notice of the dispute is delivered to the other party.

Questions about these Terms, or notices required to be given under them, may be sent to howdy@lassomgmt.com.

Entire Agreement. These Terms, together with any applicable Order and the Privacy Policy, constitute the entire agreement between the parties with respect to the Services and supersede all prior or contemporaneous communications and proposals on the subject.

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

Assignment.The Client may not assign these Terms, by operation of law or otherwise, without the Company's prior written consent, except to a successor in a merger or sale of substantially all of the Client's assets. The Company may assign these Terms freely. Any prohibited assignment is void.

No Waiver.A party's failure to enforce any provision of these Terms is not a waiver of its right to do so later. Waivers must be in writing to be effective.

Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

Force Majeure. Neither party will be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor actions, governmental orders, network or utility failures, or third-party service outages.

Notices. Notices to the Company must be sent to howdy@lassomgmt.com. Notices to the Client may be sent to the email address on file for the Client's primary administrator.