An Embrace of Learning, Inc. — the terms governing all Incumbent Worker Training Services Agreements entered into between Embrace and any customer receiving grant-funded training through Embrace’s platform.
These Terms and Conditions (“Terms”) apply to all Incumbent Worker Training Services Agreements (“Order Forms”) entered into between An Embrace of Learning, Inc. (“Embrace”) and any customer (“Customer”) receiving grant-funded training through Embrace’s platform. By signing an Order Form, Customer agrees to these Terms. Defined terms used but not defined here have the meanings given in the Order Form.
Embrace will deliver the workforce training curriculum approved under the applicable IWT Grant to the Learners identified by Customer. Training is delivered through Embrace’s online platform (the “Platform”) and may include self-paced modules, supervisor dashboards, compliance logging, progress reporting, and related learner support services.
No platform subscription fee is charged to Customer for training delivered under a grant-funded Order Form. Fees for any separate Embrace SaaS subscription, if applicable, are governed by a separate agreement.
Within ten (10) business days of the Order Form effective date, Customer must provide Embrace with a roster of grant-awarded Learners, including full legal name, work email, mobile number (if available), job title, primary work state, and supervisor contact.
Embrace will monitor Learner progress and flag at-risk Learners to Customer’s designated program contact through the Platform and direct communication. Completion targets are set forth in the Order Form.
Customer acknowledges that Learner completion is central to the IWT Grant and to WIB reimbursement. Customer will use commercially reasonable best efforts to ensure each Learner starts and completes training, including:
Failure to use best efforts may jeopardize WIB reimbursement but does not relieve Customer of its obligation to pay the Contract Amount under the Order Form.
Embrace will issue an invoice for the Contract Amount upon training completion (or the Completion Target date, if earlier), accompanied by completion reporting sufficient to support WIB reimbursement.
Customer will pay, or cause the WIB to pay, the Contract Amount to Embrace within thirty (30) days after training completion. The intended payment source is WIB reimbursement; however, Customer remains primarily responsible for payment regardless of whether reimbursement is received.
Except for in-kind credits and WGN grant contributions reflected in the Order Form, no offsets or deductions may be applied. Late payments accrue interest at the lesser of 1.0% per month or the maximum rate permitted by law.
Customer authorizes Embrace to contact Learners directly by email, in-Platform notification, automated voice, and SMS/text message for purposes including enrollment, reminders, progress nudges, compliance deadlines, completion confirmations, and satisfaction surveys.
Embrace is authorized to send text messages to Learners in support of training delivery, except in states where employer-directed employee text messaging is restricted by applicable law. Where such restrictions apply, Embrace will suppress SMS for affected Learners and rely on email and in-Platform communications instead.
Customer represents that: (a) it has obtained all consents required from Learners for Embrace to contact them through the channels above in connection with employer-sponsored training; and (b) roster information provided, including primary work state, is accurate and will be updated as changes occur.
Learners may opt out of non-essential SMS at any time via standard reply keywords (e.g., STOP). Essential training communications will continue by email and Platform.
Each Order Form begins on its effective date and continues for the term stated therein (typically one year), unless earlier terminated. The training completion target is thirty (30) days from the training start date; the remainder of the term supports grant reporting, close-out, Learner access, and payment.
Either party may terminate an Order Form upon thirty (30) days’ written notice if the other party materially breaches its obligations and fails to cure the breach within that period. Customer remains liable for the Contract Amount for training delivered or made available through the date of termination.
Embrace will provide completion records, attendance data, and certificate documentation reasonably necessary for Customer’s WIB reporting and reimbursement.
Each party will retain records relating to training and the applicable Order Form for the period required by IWT Grant terms or applicable law, whichever is longer.
Upon reasonable notice, each party will cooperate with WIB or state agency audits related to the IWT Grant.
Learner data will be handled in accordance with Embrace’s standard privacy practices and applicable law. Embrace implements commercially reasonable security measures to protect Customer Data but does not guarantee absolute security.
Customer retains ownership of all Customer Data. Embrace may use anonymized and aggregated data for research and service improvements.
Customer is responsible for ensuring that its collection and sharing of Learner data with Embrace complies with its own internal policies and any applicable privacy or employment laws.
Customer agrees not to upload sensitive personal data to the Platform, including social security numbers, medical records, or financial account information.
If Customer or any Learner provides mobile phone numbers or email addresses in connection with Embrace’s services, Customer represents it has obtained all opt-in consents necessary to permit Embrace to contact such individuals, including by phone or text, in compliance with the Telephone Consumer Protection Act and similar state and federal laws.
Embrace retains all intellectual property rights in the Platform and training content. Customer receives a limited, non-exclusive, non-transferable license to access and use the Platform for its internal training purposes during the applicable Order Form term. Customer may not copy, distribute, modify, reverse engineer, or sublicense any Embrace intellectual property without prior written consent.
Both parties agree to keep the other party’s proprietary and confidential information confidential and not to disclose it to third parties without prior written consent. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.
The Platform and training services are provided “as is” without warranties of any kind, express or implied.
Embrace’s total liability under any Order Form is limited to the fees paid by Customer in the twelve (12) months preceding the claim. Embrace is not liable for indirect, incidental, consequential, or punitive damages.
Customer agrees to indemnify, defend, and hold Embrace harmless from any third-party claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising from Customer’s use of the services, breach of these Terms or any Order Form, or Customer’s violation of applicable law.
In the event Customer undergoes a merger, acquisition, or other change in ownership or control, the applicable Order Form and these Terms remain in full force and effect. All obligations transfer to and are binding upon Customer’s successor. Customer must ensure any successor assumes all obligations in writing at or before the effective date of such change.
The parties are independent contractors. Nothing herein creates a partnership, joint venture, agency, or employment relationship.
These Terms and all Order Forms are governed by the laws of the Commonwealth of Kentucky, without regard to conflict-of-laws rules, unless the IWT Grant requires otherwise. Disputes will be resolved in the courts of Louisville, Kentucky.
Embrace may amend these Terms with thirty (30) days’ written notice. Amendments to a specific Order Form require written agreement by both parties.
Notices must be sent in writing to 9403 Mill Brook Rd, Louisville, KY 40223, with a copy to legal@anembraceoflearning.com.
Neither party may assign an Order Form or these Terms without the other party’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
Each Order Form, together with these Terms, constitutes the entire agreement between the parties with respect to the grant-funded IWT services described therein and supersedes all prior discussions. In the event of conflict, the Order Form controls.
Order Forms may be executed in counterparts and by electronic signature, each of which is deemed an original.
Contact Embrace at legal@anembraceoflearning.com
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