SANDBOX SHARING, LLC dba Safeguard from Abuse®
END USER LICENSE AGREEMENT / TERMS OF USE
Effective Date: July 2025

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This End User License Agreement ("Agreement" or "EULA") is a legally binding contract between Sandbox Sharing, LLC dba Safeguard from Abuse® ("Licensor," "Safeguard from Abuse®," "we," "our," or "us") and the individual, company, church, nonprofit organization, school, camp, sports organization, business entity, or other legal entity ("Licensee," "Customer," or "You") accessing or using the Safeguard from Abuse® training platform, streaming content, online courses, downloadable materials, hosted learning systems, exported training files, APIs, integrations, or related services.

Safeguard from Abuse® is a federally registered trademark (U.S. Reg. No. issued July 2025) used in connection with child abuse prevention, abuse awareness, and online training services. All rights in and to the mark are exclusively owned by Licensor.

By accessing, purchasing, streaming, downloading, integrating, importing, exporting, porting, or otherwise using any Safeguard from Abuse® content or services, You acknowledge that You have read, understood, and agree to be bound by this Agreement. If You do not agree to these terms, You may not access or use the Services.

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1. GRANT OF LIMITED LICENSE

Subject to the terms of this Agreement and full payment of all applicable fees, Licensor grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

- Access and use the Safeguard from Abuse® online training platform solely for Licensee's internal organizational training purposes;
- Stream training videos and related educational content;
- Access associated documents, quizzes, certifications, downloadable resources, and electronic materials; and
- Utilize integrations or authorized LMS-compatible content solely as permitted under a separate written agreement executed by an authorized officer of Licensor.

This license does not constitute a transfer of ownership or any intellectual property rights. All rights not expressly granted herein are reserved exclusively by Licensor.

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2. DEFINITIONS

"Services" includes, without limitation:

- Streaming training videos and hosted LMS access;
- Online portals, training certifications, and APIs;
- Downloadable materials and electronic documentation;
- Exported video files and learning management content packages;
- SCORM/xAPI-compatible materials; and
- Ported, transferred, or integrated training assets.

"Exported Content" means any video file, SCORM package, xAPI package, MP4, or other training asset authorized by Licensor in writing for delivery outside Licensor's hosted environment.

"Third-Party LMS" means any learning management system, platform, portal, or hosting environment not owned, operated, or controlled by Licensor.

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3. RESTRICTIONS ON USE

Licensee shall not, and shall not permit any third party to:

- Copy, reproduce, modify, edit, alter, adapt, translate, or create derivative works from the Services or any component thereof;
- Redistribute, sublicense, lease, sell, resell, share, broadcast, publish, or commercially exploit the Services in any manner;
- Upload or distribute training materials to public websites, video hosting platforms (including but not limited to YouTube, Vimeo, or similar services), shared drives, cloud storage, or any unauthorized LMS or portal;
- Remove, obscure, or alter any copyright notices, trademarks, branding, watermarks, disclaimers, or proprietary markings embedded in or displayed by the Services;
- Use the Services or any component thereof — including narration, scripts, video content, or training frameworks — to train, fine-tune, develop, or otherwise improve any artificial intelligence system, machine learning model, large language model, or automated content-generation system;
- Reverse engineer, decompile, disassemble, scrape, capture, screen-record, download, or attempt to extract any source materials, underlying code, or protected content from the Services;
- Share, transfer, or otherwise make available login credentials, access codes, or API keys to any unauthorized user or third party;
- Circumvent, disable, or interfere with any technological protection measures, digital rights management (DRM) controls, streaming protections, access restrictions, or licensing enforcement mechanisms;
- Re-host, re-brand, re-label, or misrepresent the Services or any component thereof as Licensee's own proprietary content; or
- Use the Services in any manner that violates applicable federal, state, or local law, including intellectual property and privacy laws.

Any unauthorized use immediately and automatically terminates the license granted herein without notice or further action by Licensor.

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4. LMS PORTABILITY AND EXPORTED VIDEO FILES

4.1 Written Authorization Required

In limited circumstances, Licensor may authorize the export, transfer, or porting of Exported Content to a Third-Party LMS. Any such authorization must be: (a) approved in writing and signed by an authorized officer of Licensor prior to any transfer; (b) subject to additional licensing fees as separately quoted; and (c) granted solely to the approved Licensee entity and is non-transferable.

4.2 No Transfer of Ownership

Written authorization to export or port content does not transfer ownership of any content, video assets, narration, scripts, graphics, course structure, or intellectual property to Licensee or any third party. Licensor retains full and exclusive ownership of all Exported Content at all times.

4.3 Prohibited Acts Regarding Exported Content

With respect to any Exported Content, Licensee expressly acknowledges and agrees that the following are strictly prohibited:

- Unauthorized copying, replication, redistribution, screen capture, or re-hosting;
- Re-encoding, re-compression, editing, or modification of any video file or asset;
- Distribution to any person or entity outside the Licensee's organization without prior written authorization;
- Making Exported Content available on any public-facing or externally accessible platform; and
- Removal or alteration of any watermark, branding, or copyright notice embedded in Exported Content.

4.4 Assumption of Risk

Once materials are exported or ported outside Licensor's hosted environment, Licensee assumes all risk and liability associated with storage, cybersecurity, data integrity, user access management, hosting infrastructure, playback functionality, certification accuracy, and regulatory compliance. Licensor expressly disclaims all responsibility for performance, compatibility, security vulnerabilities, tracking failures, reporting errors, data corruption, uptime issues, or certification inaccuracies occurring within any Third-Party LMS environment.

4.5 Audit and Revocation Rights

Licensor reserves the right, upon reasonable notice, to audit Licensee's use of Exported Content and any Third-Party LMS environment to verify compliance with this Agreement. Licensor may revoke portability rights immediately and without liability upon discovery of any misuse, unauthorized distribution, or suspected breach of this Section.

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5. INTELLECTUAL PROPERTY OWNERSHIP

All content, materials, software, videos, narration, voice recordings, scripts, graphics, artwork, branding, course layouts, course structures, workflows, quizzes, certifications, LMS tracking logic, methodologies, training frameworks, and digital assets comprising or related to the Services are and shall remain the sole and exclusive intellectual property of Licensor, protected under United States copyright law, trademark law, trade secret law, international treaty provisions, and all other applicable laws.

This includes, without limitation, all copyrights, trademarks, service marks, trade secrets, proprietary methodologies, training frameworks, and digital assets, whether or not registered.

Safeguard from Abuse® is a federally registered trademark and may not be used, reproduced, incorporated into any product or service name, or otherwise exploited without prior written authorization from Licensor. No license to use the trademark is granted by implication, estoppel, or otherwise.

No ownership rights, title, or interest in or to the Services or any component thereof are transferred to Licensee under this Agreement. Licensee's rights are limited solely to the license expressly granted herein.

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6. USER CREDENTIALS AND SECURITY

Licensee is solely responsible for maintaining the confidentiality and security of all usernames, passwords, access credentials, API keys, and administrative permissions associated with Licensee's account. Licensee shall immediately notify Licensor in writing upon discovery of any suspected unauthorized access, credential sharing, account compromise, or security breach. Licensor reserves the right to suspend or terminate access immediately if misuse, unauthorized sharing, or a security threat is suspected, without liability to Licensee.

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7. FEES AND PAYMENT

Licensee agrees to pay all fees associated with the Services as quoted or invoiced by Licensor. Unless otherwise agreed in writing by an authorized officer of Licensor:

- All fees are non-refundable upon payment;
- Accounts enrolled in subscription-based services may be automatically billed on a recurring basis;
- Past-due balances exceeding thirty (30) days may result in immediate suspension or termination of access; and
- Licensee agrees to pay all costs of collection, including reasonable attorneys' fees, incurred in collecting any past-due amounts.

Licensee is solely responsible for all applicable taxes, governmental fees, and third-party payment processing costs, excluding taxes based solely on Licensor's net income.

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8. TECHNICAL SUPPORT

Licensor will provide commercially reasonable technical support during normal weekday business hours, excluding legal holidays. Licensor does not guarantee uninterrupted or error-free service and shall not be liable for outages, degradation, or unavailability caused by:

- Internet disruptions or bandwidth limitations;
- Third-party platform failures or maintenance;
- Hosting infrastructure failures;
- Cybersecurity incidents or data breaches outside Licensor's reasonable control;
- Force majeure events as described in Section 18; or
- Third-Party LMS system failures, incompatibilities, or misconfigurations.

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9. CONFIDENTIALITY

Both parties agree to maintain the confidentiality of proprietary, sensitive, and non-public information disclosed in connection with the Services, using no less than the same standard of care each party uses to protect its own confidential information. Licensee acknowledges that the Services embody proprietary logic, workflows, methodologies, course architectures, and trade secrets of Licensor that constitute valuable confidential information. This obligation of confidentiality shall survive the termination or expiration of this Agreement.

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10. WARRANTY DISCLAIMER

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, AVAILABILITY, SECURITY, OR COMPATIBILITY WITH THIRD-PARTY SYSTEMS OR LMS PLATFORMS.

LICENSOR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, FREE FROM VIRUSES OR HARMFUL COMPONENTS, OR THAT ANY CONTENT, DATA, OR CERTIFICATION RESULTS WILL BE ACCURATE OR COMPLETE.

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11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR THIRD-PARTY CLAIMS, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICES, REGARDLESS OF THE THEORY OF RECOVERY AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LICENSOR'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF RECOVERY, SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE TO LICENSOR DURING THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The foregoing limitation of liability shall not apply where a court of competent jurisdiction finds that Licensor's direct and sole liability arises from its own gross negligence or willful misconduct.

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12. INDEMNIFICATION

Licensee agrees to indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

- Licensee's misuse of, or unauthorized access to, the Services;
- Unauthorized distribution, sharing, re-hosting, or re-branding of any content;
- Licensee's use of Exported Content within any Third-Party LMS;
- Any violation of intellectual property rights, including unauthorized use of the Safeguard from Abuse® trademark;
- Licensee's violation of any applicable federal, state, or local law or regulation; or
- Any third-party claim arising from Licensee's access to or use of the Services.

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13. TERM AND TERMINATION

This Agreement remains in effect until terminated by either party. Licensor may immediately suspend or terminate Licensee's access to the Services, without notice or liability, upon the occurrence of any of the following:

- Nonpayment of any fees when due;
- Unauthorized sharing, redistribution, or re-hosting of any content;
- Any actual or suspected violation of Licensor's intellectual property rights;
- Any security concern or suspected unauthorized access; or
- Any material breach of this Agreement.

Upon termination for any reason: (a) all rights and licenses granted to Licensee under this Agreement immediately cease; (b) Licensee must immediately cease all use of the Services; and (c) upon Licensor's written request, Licensee must destroy or return all Exported Content and any unauthorized copies of materials and certify in writing that it has done so.

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14. RENEWALS

Subscription-based services, including Unlimited Streaming and Unlimited Trainee programs, automatically renew for successive one-year periods unless Licensee provides written notice of cancellation (by mail or email) to Licensor no fewer than ten (10) days prior to the applicable renewal date. Licensor reserves the right to adjust renewal pricing upon no less than thirty (30) days' written notice to Licensee prior to the renewal date.

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15. AUDIT RIGHTS

Licensor reserves the right, upon at least five (5) business days' written notice, to audit Licensee's use of the Services, including any Exported Content deployed within a Third-Party LMS, to verify compliance with this Agreement. Licensee agrees to cooperate fully with any such audit and to provide access to relevant records, systems, and personnel. If an audit reveals any unauthorized use, distribution, or breach, Licensee shall reimburse Licensor for the reasonable cost of the audit in addition to any other remedies available at law or in equity.

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16. DISPUTE RESOLUTION

The parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation for a period of thirty (30) days following written notice of the dispute. If the parties are unable to resolve the dispute through negotiation, either party may pursue litigation in a court of competent jurisdiction as set forth in Section 17.

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17. GOVERNING LAW AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-law principles. Exclusive jurisdiction and venue for any dispute arising under or related to this Agreement shall lie in the state or federal courts located in Leon County, Florida. Each party irrevocably submits to the personal jurisdiction of such courts and waives any objection to the laying of venue therein.

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18. FORCE MAJEURE

Neither party shall be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by events or circumstances beyond the party's reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government action, labor disputes, or failures of third-party infrastructure providers. The affected party shall provide prompt written notice and shall use commercially reasonable efforts to resume performance as soon as practicable.

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19. NON-ASSIGNMENT

Licensee may not assign, transfer, delegate, or sublicense this Agreement or any rights or obligations hereunder, in whole or in part, without the prior written consent of Licensor. Any attempted assignment without such consent shall be null and void. Licensor may assign this Agreement without restriction in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

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20. ATTORNEYS' FEES

In the event of any litigation, arbitration, or other legal proceeding to enforce the terms of this Agreement or to collect any amounts due hereunder, the prevailing party shall be entitled to recover its reasonable attorneys' fees, court costs, and all other costs of enforcement actually incurred.

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21. SEVERABILITY

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of this Agreement shall continue in full force and effect, unaffected by such modification.

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22. WAIVER

No failure or delay by either party in exercising any right, remedy, or privilege under this Agreement shall operate as a waiver thereof. No waiver of any breach of any provision of this Agreement shall be construed as a waiver of any subsequent breach. All waivers must be in writing and signed by an authorized representative of the waiving party.

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23. CONFIDENTIALITY OF AGREEMENT TERMS

Licensee agrees to keep the specific pricing, terms, and conditions of this Agreement confidential and shall not disclose such information to any third party without Licensor's prior written consent, except as required by law or court order.

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24. AMENDMENTS

Licensor reserves the right to update or modify this Agreement at any time upon written notice to Licensee or by posting the revised Agreement on Licensor's website. Continued use of the Services following the effective date of any such update constitutes Licensee's acceptance of the revised terms. If Licensee does not agree to any modification, Licensee's sole remedy is to discontinue use of the Services and provide written notice of termination to Licensor.

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25. ENTIRE AGREEMENT

This Agreement, together with any separately executed written agreements referencing this EULA, constitutes the complete and exclusive agreement between the parties with respect to the Services and supersedes all prior and contemporaneous discussions, negotiations, understandings, proposals, representations, or agreements, whether oral or written, relating to the subject matter hereof. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.

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© 2026 Sandbox Sharing, LLC dba Safeguard from Abuse®. All rights reserved.
Safeguard from Abuse® is a federally registered trademark. Unauthorized use is strictly prohibited.
Questions regarding these Terms may be directed to: SUPPORT@SAFEGUARDFROMABUSE.COM