TERMS & CONDITIONS

Updated May 10, 2025

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1. Services Provided

“Services” refers to the safety-related training programs, consulting, and any other products or services contracted by the Customer, as detailed in the signed Order Form.

2. Performance of Services

• ROI shall determine how and when the Services are performed and will coordinate directly with the Customer.

• ROI will work a reasonable number of hours necessary to fulfill its obligations.

• ROI reserves the right to subcontract any portion of the Services at its discretion.

3. Fees and Payments

3.1 General Fees

• Full payment of the listed fee in advance of the service date qualifies the Customer for a 10% refund.

• A late fee of 10% applies if the listed fee is not paid by the service date.

3.2 Monthly Late Charges

• If payment is not received within 30 days of the service date, a monthly late charge of 1.5% (compounded) will apply.

• This rate shall not exceed the maximum allowed by law.

3.3 Certificates and Payment

• Certificates of completion will only be issued once all services have been rendered and all associated fees have been paid in full.

3.4 Additional Fees

• Credit Card Transactions: Subject to a 4% convenience fee per transaction.

• Travel Expenses: Not included in service fees. Estimates available upon request. Payment due within 30 days of invoicing.

• Equipment Rental: Not included in service fees. Estimates available upon request. Payment due within 30 days of invoicing.

3.5 Non-Refundable Policy

• All payments, including service fees, credit card fees, travel, and equipment costs, are non-refundable.

3.6 Student Reductions

• Any reduction in the number of students does not alter the agreed-upon fee.

4. Cancellations and Rescheduling

4.1 General Policy

• Cancellations must be made at least 48 hours in advance of the scheduled service.

• No refunds will be issued, but services may be rescheduled within 30 days of the original service date.

• A $400 rescheduling fee may apply.

4.2 Short Notice Cancellation

• If canceled within 72 hours, a $150 rescheduling fee will apply.

• Cancellations made with less than 48 hours’ notice will result in the Customer being liable for:

  • Full service fee

  • All incurred and non-cancellable travel and equipment rental costs

5. Relationship of the Parties

ROI is an independent contractor. This Agreement does not create any partnership, joint venture, employment, or agency relationship. Neither Party has the authority to bind the other to third-party obligations.

6. Indemnification

The Customer agrees to:

• Defend, indemnify, and hold harmless ROI against any claims, losses, liabilities, and legal costs arising from:

  • Injury claims from individuals after attending training

  • Actions taken during CPR, First Aid, AED, or hazardous situations

  • Machinery operations not supervised by ROI

• Indemnify ROI for costs associated with subpoenas, discovery responses, or depositions involving Customer-related litigation.

7. Attorney’s Fees

In any dispute or legal action arising under this Agreement, the prevailing Party is entitled to reasonable attorney’s fees and legal costs.

8. Confidentiality

8.1 Confidential Information Includes:

• Business plans, training methods, customer data

• Employee and financial records

• Proprietary strategies and trade secrets

8.2 Obligations

• Both Parties agree to keep such information strictly confidential.

• Exceptions include:

  • Publicly available information

  • Information known before the Agreement

  • Disclosures required by law (with advance notice)

9. Intellectual Property

• ROI retains all rights to its intellectual property and work product.

• The Customer is granted a non-exclusive, royalty-free license to use ROI materials during the Agreement period only.

• Unauthorized reuse, reproduction, or modification by the Customer constitutes infringement and triggers liquidated damages of three times the listed fee per violation, plus potential additional damages and legal fees.

10. Termination

Either Party may terminate the Agreement with written notice. Upon termination:

• The Customer must pay all amounts owed.

• ROI shall be paid for any services rendered up to termination.

11. Post-Termination Confidentiality

The confidentiality obligations in this Agreement remain in full force after termination.

12. Entire Agreement

This Agreement:

• Constitutes the entire understanding between the Parties.

• Supersedes all prior agreements or understandings not referenced herein.

• May only be modified in writing signed by both Parties.

13. Severability

If any provision is deemed invalid or unenforceable, it shall be limited or removed to the extent necessary, and the remainder of the Agreement shall remain in effect.

14. Waiver

No waiver of any breach or provision shall be deemed a waiver of any other provision or subsequent breach.

15. Governing Law and Venue

• This Agreement is governed by the laws of the State of California.

• All disputes shall be brought in Orange County, California.

16. Arbitration

• Disputes shall be resolved via binding arbitration through JAMS, under the Federal Arbitration Act and California law.

• Arbitration will take place in Orange County, CA, unless otherwise agreed.

• Arbitration shall be individual, not class-based. Class actions are expressly waived.

• Opt-out is available by sending written notice to ROI within 30 days of entering into the Agreement or before the first service date, whichever is sooner.

17. Headings

Headings are for reference only and shall not affect the interpretation of the Agreement.

By entering into a contractual relationship and submitting an Order Form, the Customer acknowledges having read, understood, and agreed to be bound by these Terms and Conditions.