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IFS Softeon WMS Education Subscription Terms
These Education Subscription Terms (the "Terms") govern the purchase and use of education courses and subscriptions from Koncepts2Solutions, LLC (d/b/a K2S), 8609 Westwood Center Dr, Suite 110, Tysons Corner, VA 22182 ("K2S"), by the organization named on the Order Form ("Customer").
| 1. How These Terms Work
1.1 Agreement. An Order Form signed by both parties, or a K2S quote accepted by Customer in writing, together with these Terms and Exhibit A, forms the agreement between K2S and Customer (the "Agreement").
1.2 Order of precedence. If documents conflict, they apply in this order: (a) the Special Terms section of the Order Form; (b) these Terms; (c) the rest of the Order Form; and (d) Exhibit A. Fees and quantities stated on an Order Form always apply over the list prices in Exhibit A.
1.3 Purchase orders. Terms in any Customer purchase order, vendor portal, or invoicing system do not apply, even if K2S accepts or acknowledges the document.
1.4 Updates. K2S may update these Terms. Updated Terms apply to new Order Forms and renewal terms, not to a Subscription Term already in progress.
| 2. Definitions
2.1 "Authorized User" means an employee or individual contractor of Customer who is assigned a Seat.
2.2 "Content" means the courses, lessons, videos, assessments, documents, and other materials K2S makes available.
2.3 "Customer Data" means information about Authorized Users that Customer provides or the Platform generates, such as names, email addresses, course progress, and assessment results.
2.4 "Fees" means the amounts payable under an Order Form.
2.5 "Order Form" means a K2S order form or accepted quote that references these Terms.
2.6 "Platform" means the learning management system and related tools K2S uses to deliver the Content, including manager dashboards and reporting.
2.7 "Seat" means the right for one Authorized User to access Content under a plan.
2.8 "Services" means the Platform, the Content, and the support described in these Terms.
2.9 "Subscription Term" means the Initial Term stated on the Order Form plus any renewal terms. For Individual Seats, it means the 12-month access period for each Seat.
| 3. Plans
3.1 Available plans. K2S offers the plans described in Exhibit A: Individual Seats, the Certification Subscription, and the End User Subscription. Customer may purchase more than one plan on a single Order Form.
3.2 Individual Seats. Each Individual Seat gives one Authorized User access to the purchased course for 12 months, starting when the user's account is activated. Individual Seats have no minimum purchase, do not include manager dashboards or reporting, and do not renew. Access is not extended if the course is not completed within the 12 months.
3.3 Subscriptions. The Certification Subscription and the End User Subscription require the minimum number of users and the minimum Initial Term of 24 months shown in Exhibit A, and include manager dashboards and reporting.
3.4 Adding Seats. Customer may add Seats or move to a higher tier at any time. Added Seats end on the same date as the existing subscription, and Fees for them are prorated for the remainder of the current annual period. The prorated amount would be billed when the seats are added.
3.5 No reductions. Customer may not reduce Seats or move to a lower tier during the Initial Term. A reduction may take effect at renewal if Customer gives notice under Section 6.2.
3.6 Custom work. Custom training, including End User content based on Customer's standard operating procedures, is not included in any plan and is provided only under a separate statement of work.
| 4. Access and Use
4.1 Access grant. Subject to payment of Fees and these Terms, K2S grants Customer a non-exclusive, non-transferable right during the Subscription Term for its Authorized Users to access and use the Services for Customer's internal training purposes. Seats may not be used to train employees of any third party, including Customer's own customers.
4.2 Named users. Each Seat is for one named Authorized User. Login credentials may not be shared.
4.3 Reassigning Seats.
(a) Individual Seats may be reassigned only before the original user has started the course.
(b) Certification Subscription Seats may be reassigned when an Authorized User leaves Customer or changes roles, after the original user's account is deactivated. Course progress and assessment results do not transfer.
(c) End User Subscription Seats may be reassigned without limit, as long as the number of active Authorized Users never exceeds the number of Seats purchased.
4.4 Restrictions. Customer and its Authorized Users will not:
(a) share accounts or give access to anyone who is not an Authorized User;
(b) copy, record, screen capture, download (other than resources the Platform offers for download), distribute, publish, or resell any Content;
(c) use any Content to create a competing course or training product;
(d) reverse engineer the Platform or bypass its security or access controls;
(e) remove copyright or trademark notices; or
(f) use the Services for any unlawful purpose.
4.5 Customer responsibility. Customer is responsible for its Authorized Users' compliance with these Terms and for all activity under its accounts, and will promptly notify K2S of any unauthorized access.
| 5. Fees and Payment
5.1 Invoicing. Individual Seats are invoiced when ordered. Subscription Fees are invoiced annually in advance, with the first invoice on the Subscription Start Date.
5.2 Payment. Invoices are due within 30 days of the invoice date unless the Order Form states otherwise. All Fees are in US dollars.
5.3 Committed Fees. Each subscription is a commitment for its full Initial Term. Fees are non-cancelable and non-refundable except as stated in Sections 6.4, 12.2, and 13.2.
5.4 Taxes. Fees do not include taxes. Customer will pay applicable sales, use, and similar taxes, excluding taxes on K2S's income. Tax-exempt Customers must provide a valid exemption certificate.
5.5 Late payment. Overdue amounts that are not disputed in good faith accrue interest at the lesser of 1.5% per month or the highest rate allowed by law. If any such amount is 30 or more days overdue, K2S may suspend the Services after giving 10 days' written notice. Fees continue to apply during suspension.
5.6 Invoice disputes. Customer will notify K2S of any good-faith invoice dispute within 15 days of the invoice date and pay the undisputed portion on time. Customer may not withhold or offset amounts owed except as allowed in this Section.
5.7 Pricing. The agreed annual Fees on an Order Form are fixed for the Initial Term. K2S may change Fees for a renewal term by giving written notice at least 90 days before the current term ends.
| 6. Term, Renewal, and Termination
6.1 Term. These Terms apply from the date the first Order Form is signed or quote is accepted, and remain in effect while any Subscription Term or Individual Seat is active.
6.2 Renewal. Subscriptions automatically renew for successive 12-month periods unless either party gives written notice of non-renewal at least 60 days before the current term ends. Individual Seats do not renew.
6.3 No termination for convenience. Neither party may end a Subscription Term early for convenience.
6.4 Termination for breach. Either party may terminate an Order Form if the other party materially breaches the Agreement and does not cure the breach within 30 days after written notice. If Customer terminates for K2S's uncured breach, K2S will refund prepaid Fees for the unused remainder of the Subscription Term. If K2S terminates for Customer's uncured breach, Fees for the remainder of the Initial Term become due immediately.
6.5 Suspension. K2S may suspend access immediately if reasonably needed to address a security threat, unauthorized use or copying of Content, or a violation of law. K2S will promptly notify Customer and restore access once the issue is resolved.
6.6 Effect of ending. When an Order Form ends: (a) access to the Services under it ends; (b) Fees owed for periods before the end date remain payable; and (c) Customer may request an export of completion and certification records within 30 days, after which K2S may delete Customer Data. Sections 4.4, 5, 6.6, 7.2, and 8 through 15 survive.
| 7. Certifications
7.1 Earning a certification. Certifications are available under Individual Seats and the Certification Subscription, not the End User Subscription. K2S awards a certification only to an Authorized User who completes the course and passes the required assessments.
7.2 Certifications belong to the individual. A certification belongs to the person who earned it and remains valid after the Subscription Term ends or the person leaves Customer. Each certification reflects the course version and date on which it was earned.
7.3 Digital credentials. K2S may issue certifications as digital badges through a third-party credentialing service, which stores the recipient's name, email address, and credential details.
7.4 Revocation. K2S may revoke a certification obtained through cheating, account sharing, or other misuse.
7.5 No guarantee. A certification confirms completion of K2S training. It does not guarantee job performance, employment, or any professional license.
| 8. Intellectual Property
8.1 K2S ownership. K2S and its licensors own all rights in the Services, Content, Platform configurations, methods, and trademarks. Content is licensed, not sold. No rights are granted except those expressly stated in the Agreement.
8.2 Third-party software and marks. The Content references and depicts third-party software, including Softeon WMS. Softeon, IFS, and related names, trademarks, and software screens belong to their respective owners.
8.3 Customer materials. Customer owns any materials it provides to K2S, such as standard operating procedures, and grants K2S a limited right to use them only to perform the Services for Customer.
8.4 Feedback. K2S may use any suggestions or feedback Customer provides without obligation.
| 9. Customer Data and Privacy
9.1 Ownership and use. Customer owns Customer Data. K2S uses Customer Data only to provide, support, and improve the Services, and as required by law.
9.2 Service providers. K2S uses third-party providers to host the Platform and issue digital credentials. K2S requires these providers to protect Customer Data and remains responsible for their performance of K2S's obligations. A current list is available on request.
9.3 Security. K2S maintains commercially reasonable administrative, technical, and physical safeguards for Customer Data, and will notify Customer without undue delay after confirming unauthorized access to Customer Data.
9.4 Customer responsibilities. Customer is responsible for having the right to provide Customer Data and for any notices required to its Authorized Users. Customer will not submit sensitive personal information, such as government identification, health, or financial account information.
9.5 Aggregated data. K2S may use de-identified, aggregated usage data that does not identify Customer or any individual to operate and improve the Services.
9.6 Data processing agreement. Where required by applicable law, the parties will sign a data processing agreement on request.
| 10. Support and Availability
10.1 Support. K2S provides email support Monday through Friday, 8:00 a.m. to 5:00 p.m. Eastern Time, excluding US federal holidays, at [education@k2s.com]. K2S will use reasonable efforts to respond within one business day.
10.2 Availability. K2S will use commercially reasonable efforts to keep the Platform available, excluding scheduled maintenance and events outside K2S's reasonable control. K2S does not guarantee uninterrupted or error-free service.
10.3 Changes. K2S may update, reorganize, or replace Content, and may change the Platform or its hosting provider, as long as the change does not materially reduce the core features of the plan Customer purchased during the current Subscription Term.
| 11. Confidentiality
11.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood as confidential. K2S's Confidential Information includes the Content and the pricing and terms of any Order Form. It does not include information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is lawfully received from a third party.
11.2 Obligations. The receiving party will use Confidential Information only for the Agreement, protect it with at least reasonable care, and disclose it only to personnel and advisors who need to know it and are bound by similar obligations. A party may disclose Confidential Information if required by law, after giving the other party prompt notice where legally allowed.
| 12. Warranties and Disclaimers
12.1 Mutual. Each party warrants that it has the authority to enter into the Agreement.
12.2 Services warranty. K2S warrants that the Services will be provided in a professional manner and will perform materially as described in Exhibit A. If they do not, Customer must notify K2S within 30 days, and K2S will use reasonable efforts to correct the issue. If K2S cannot correct it within 30 days, Customer may terminate the affected plan and receive a refund of prepaid Fees for the unused remainder of its Subscription Term. This is Customer's sole remedy for breach of this warranty.
12.3 Scope of Content. Content reflects the standard functionality of the referenced software as K2S understands it when the Content is created. Customer's software version, configuration, and procedures may differ. Customer remains responsible for its own operating procedures, safety practices, and use of any software. K2S is not responsible for operational results, including productivity, inventory accuracy, or safety outcomes.
12.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICES AND CONTENT ARE PROVIDED "AS IS," AND K2S DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
| 13. Indemnification
13.1 By K2S. K2S will defend Customer against any third-party claim alleging that Content created by K2S, as provided by K2S, infringes a United States copyright or trademark, and will pay damages finally awarded or settlements K2S approves. K2S has no obligation for claims arising from: (a) third-party software, trademarks, or materials, including those of Softeon or IFS; (b) materials provided by Customer; (c) modifications not made by K2S; (d) combination with items not provided by K2S; or (e) use in breach of the Agreement.
13.2 Remedies. If Content is or may be subject to such a claim, K2S may modify it, obtain the right for Customer to keep using it, or, if neither is reasonably possible, terminate the affected plan and refund prepaid Fees for the unused remainder of the Subscription Term. Sections 13.1 and 13.2 state K2S's entire obligation for infringement claims.
13.3 By Customer. Customer will defend K2S against any third-party claim arising from Customer Data, materials Customer provides, or a breach of Section 4.4 or applicable law by Customer or its Authorized Users, and will pay damages finally awarded or settlements Customer approves.
13.4 Process. The indemnified party must give prompt written notice of the claim, allow the indemnifying party to control the defense and settlement, and provide reasonable cooperation. No settlement may impose obligations on the indemnified party without its consent.
| 14. Limitation of Liability
14.1 Excluded damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.
14.2 Cap. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THE AGREEMENT WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.
14.3 Exceptions. Sections 14.1 and 14.2 do not limit: (a) Customer's obligation to pay Fees; (b) Customer's liability for breach of Section 4.4 or misuse of K2S's intellectual property; (c) Customer's obligations under Section 13.3; or (d) either party's liability for fraud, gross negligence, or willful misconduct.
| 15. General
15.1 Governing law and disputes. The Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflict of law rules. Before starting a lawsuit, the parties will try in good faith to resolve any dispute through senior representatives for 30 days, except that either party may seek immediate court relief to protect its intellectual property or Confidential Information. The state and federal courts located in Fairfax County, Virginia have exclusive jurisdiction.
15.2 Notices. Notices must be in writing and sent by email to the contacts on the Order Form. Notices of breach, termination, or non-renewal must also be sent to K2S at education@k2s.com or the address above.
15.3 Publicity. K2S may identify Customer by name and logo as a K2S customer unless Customer opts out in writing. Case studies and press releases require Customer's prior approval.
15.4 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control. This does not excuse payment obligations.
15.5 Assignment. Neither party may assign the Agreement without the other party's written consent, except to a successor in a merger, acquisition, or sale of substantially all related assets. K2S may use subcontractors and remains responsible for their work.
15.6 Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, or employment relationship.
15.7 Entire agreement. The Agreement is the entire agreement between the parties on its subject and replaces all prior discussions. Amendments must be in writing and signed by both parties. A failure to enforce a provision is not a waiver. If any provision is unenforceable, the rest remains in effect. The Agreement may be signed electronically and in counterparts.
See Pricing List
Last updated: September 18, 2026
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