These B2B Terms of Service ("
Terms") govern the use of the ProtoQuiz multi-tenant training platform by emergency medical services agencies and similar organizations. For the iOS consumer app's Terms, see
protoquiz.com/terms. By creating or accessing an Organization account, you accept these Terms. If you are using ProtoQuiz on behalf of an organization, you represent that you are authorized to bind that organization.
1. Definitions
- Platform
- The ProtoQuiz multi-tenant web application served on subdomains of
protoquiz.com, the related APIs at api.protoquiz.com, and the billing infrastructure at billing.protoquiz.com. Excludes the standalone iOS consumer application unless otherwise specified.
- Provider, We, Us, Our
- Teach Me to Live LLC, a Colorado limited liability company, doing business as ProtoQuiz, with a mailing address at 1500 N Grant St #10764, Denver, CO 80203.
- Customer, Organization, Org
- The emergency medical services agency, fire department, training program, or other entity that has been provisioned a tenant within the Platform (identified by a unique
orgId and subdomain).
- User
- An individual who accesses the Platform via Google Sign-In or another supported authentication method under a particular Organization.
- Customer Content
- Data, materials, protocol PDFs, quiz results, scenario responses, and other content uploaded, generated, or transmitted by Customer or its Users through the Platform.
- Order
- A written or electronic order, invoice, statement of work, or quote that references these Terms and specifies the Platform features, seat counts, and fees applicable to a Customer.
2. Account & Access
Access to the Platform requires authentication through a supported identity provider (currently Google OAuth) and assignment to a configured Organization. Users may be required to be approved by an Organization administrator before gaining full access.
Each User account is personal to the individual to whom it is issued. Users are responsible for safeguarding their credentials and for all activity that occurs under their account.
Organizations are allocated a fixed number of seats as specified in the applicable Order. New User sign-ups will be blocked when an Organization reaches its seat limit until additional seats are purchased.
3. License to Use the Platform
Subject to Customer's compliance with these Terms and payment of all applicable fees, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Platform for Customer's internal training, education, and continuing-education purposes.
Customer shall not, and shall not permit any User to: (a) resell, sublicense, or commercially exploit the Platform; (b) reverse engineer, decompile, or otherwise attempt to derive source code from the Platform; (c) use the Platform to build a competing product or service; (d) circumvent any usage limits, seat restrictions, or access controls; or (e) use automated systems to scrape, harvest, or copy data from the Platform.
4. Clinical & Educational Disclaimer
THE PLATFORM IS A TRAINING TOOL, NOT A SUBSTITUTE FOR CLINICAL JUDGMENT. Quiz answers, scenario responses, and protocol references are intended to support continuing education and self-assessment for emergency medical professionals operating under their agency's medical direction.
Provider does not author or certify the content of any Customer's protocols. Page references, quiz answers, and scenario walkthroughs are generated from PDFs supplied by Customer and may contain errors, omissions, or outdated information.
Users must always rely on their agency's current written protocols, on-line medical direction, and local standards of care when treating patients. Provider expressly disclaims any responsibility for clinical outcomes, treatment decisions, or patient harm arising from use of the Platform.
5. Customer Content & Org Data
As between Customer and Provider, Customer retains all right, title, and interest in and to Customer Content. Customer grants Provider a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, and display Customer Content solely as necessary to provide the Platform.
Customer represents and warrants that it has all necessary rights, licenses, and consents to upload Customer Content and that Customer Content does not infringe any third-party rights or violate any applicable law.
Provider may, but is not obligated to, use de-identified, aggregated data derived from Customer Content (including quiz performance statistics) to improve the Platform and produce industry benchmarks. No personally identifiable information will be included in any externally published benchmark or report.
6. Acceptable Use
Customer and its Users will not use the Platform to:
- violate any applicable law, regulation, or third-party right;
- upload viruses, malware, or any other harmful code;
- impersonate any person or misrepresent affiliation with any organization;
- interfere with or disrupt the integrity or performance of the Platform;
- attempt to gain unauthorized access to other Organizations' data or any non-public portion of the Platform;
- upload Protected Health Information (PHI) or other patient-identifying clinical data. The Platform is not a HIPAA-covered service.
Provider may scan or sample uploaded content for indicators of PHI or other prohibited material and may, without liability, reject, quarantine, or remove offending uploads and notify the uploading administrator.
7. Fees & Payment
Customer agrees to pay the fees set forth in the applicable Order. Unless otherwise specified, fees are invoiced annually in advance and are due Net 30 days from the invoice date. Accepted payment methods include ACH bank transfer (preferred), credit card, and wire transfer.
Late payments accrue interest at the lesser of 1.0% per month or the maximum rate permitted by law. Provider may suspend access to the Platform for any Organization with an overdue balance after providing at least seven (7) days written notice.
All fees are exclusive of applicable taxes. Customer is responsible for all sales, use, value-added, and similar taxes, excluding taxes based on Provider's net income.
Except as expressly set forth in these Terms or the applicable Order, all fees paid are non-refundable.
8. Suspension & Termination
Provider may suspend or terminate any Organization's access to the Platform (a) for non-payment as described in Section 7, (b) for material breach of these Terms not cured within thirty (30) days of written notice, or (c) immediately if Provider reasonably determines that continued access poses a security risk or violates applicable law.
Either party may elect non-renewal of a subscription by providing at least thirty (30) days written notice prior to the end of the then-current Subscription Term. There is no mid-term termination for convenience; mid-term termination is permitted only for cause as described above.
Upon termination, Customer's right to access the Platform ceases. Provider will, upon Customer's written request during the term or within ninety (90) days following termination, provide Customer with an export of its Customer Content in a commercially reasonable machine-readable format (CSV or JSON). After ninety (90) days post-termination, Provider may delete Customer Content from production systems, subject to retention required by law or for legitimate business records.
9. Intellectual Property
The Platform, including all software, designs, interfaces, scenario templates, quiz generation logic, branding, and the ProtoQuiz name and logo, is and remains the sole property of Provider. Nothing in these Terms transfers any ownership interest in the Platform to Customer or any User.
If Customer or any User provides Provider with feedback, suggestions, or ideas about the Platform, Provider may freely use, modify, and incorporate such feedback without obligation or compensation to Customer.
10. Confidentiality
"Confidential Information" means non-public information disclosed by one party to the other that is marked as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances. Each party will (i) use the other party's Confidential Information solely as necessary to perform under these Terms and (ii) protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care.
Confidential Information does not include information that is or becomes publicly known through no fault of the receiving party, was rightfully known prior to disclosure, is rightfully received from a third party without confidentiality obligations, or is independently developed without reference to the disclosing party's Confidential Information.
11. Warranties & Disclaimers
Provider warrants that the Platform will perform materially as described in the published documentation when used in accordance with these Terms. Provider's sole obligation, and Customer's sole and exclusive remedy, for breach of this warranty is for Provider to use commercially reasonable efforts to correct the non-conforming portion of the Platform.
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO PROVIDER UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitations in this Section apply regardless of the form of action (contract, tort, statute, or otherwise) and do not apply to (a) breach of confidentiality obligations, (b) indemnification obligations, or (c) Customer's payment obligations.
13. Indemnification
Customer will defend, indemnify, and hold harmless Provider from and against any third-party claim arising out of (a) Customer Content infringing third-party intellectual-property or privacy rights, or (b) Customer's or any User's violation of these Terms, the Acceptable Use restrictions, or any applicable law. Provider will promptly notify Customer of any such claim and reasonably cooperate in the defense at Customer's expense.
Provider will defend, indemnify, and hold harmless Customer from and against any third-party claim that the Platform, as provided by Provider and used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark, except to the extent the claim arises from (i) Customer Content, (ii) use of the Platform in combination with software, data, or services not provided by Provider where the claim would not have arisen but for such combination, or (iii) modifications to the Platform not made by Provider. If the Platform is or is likely to become the subject of an infringement claim, Provider may, at its option and expense: procure the right to continue using the Platform, modify or replace it with a non-infringing equivalent, or terminate the affected Order and refund prepaid, unearned fees. The foregoing states Provider's entire liability and Customer's exclusive remedy for any infringement claim.
The Platform is a study and training aid and is not a clinical-decision-support system. Clinical decisions made by Users in the field are the sole responsibility of the User and Customer; Provider's content disclaimers in Sections 4 and 11 apply and Customer's indemnity above does not extend to claims based solely on Platform content as provided by Provider.
14. Changes to the Terms
Provider may update these Terms from time to time. Material changes will be posted at protoquiz.com/b2b/terms with an updated effective date, and Customers with an active subscription will be notified by email to the billing contact at least thirty (30) days before the changes take effect. If Customer objects to a material change in writing to [email protected] within thirty (30) days of notice, the version of these Terms in effect immediately before the change will continue to apply to that Customer through the end of the then-current Subscription Term, after which the updated Terms apply on renewal or Customer may elect non-renewal under the applicable Order. Continued use of the Platform after the effective date without timely written objection constitutes acceptance of the updated Terms.
15. Governing Law & Disputes
These Terms are governed by the laws of the State of Colorado, USA, without regard to its conflict of laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Denver County, Colorado for any dispute that cannot be resolved through good-faith negotiation.
The parties will first attempt to resolve any dispute through good-faith discussion between authorized representatives for at least thirty (30) days before initiating any legal proceeding.
16. General Provisions
Entire Agreement. These Terms, together with any applicable Order and any executed Data Processing Addendum, constitute the entire agreement between the parties regarding the Platform and supersede all prior or contemporaneous agreements. The Privacy Policy at protoquiz.com/b2b/privacy is referenced as a disclosure of Provider's privacy practices and is not part of these Terms; the parties' contractual data-protection obligations are set forth in the DPA.
Assignment. Neither party may assign these Terms without the prior written consent of the other party, except that either party may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
Force Majeure. Neither party will be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, internet or telecommunications failures, or epidemics.
Severability. If any provision of these Terms is held unenforceable, the remaining provisions will continue in full force and effect, and, to the extent permitted by law, the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent.
No Waiver. A party's failure to enforce any provision is not a waiver of its right to do so later.
Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.