TERMS AND CONDITIONS

Please read the terms carefully. By selecting “I AGREE”, or accepting an Order Form that incorporates these terms by reference, you confirm your agreement to these terms on behalf of the organization you are registering, and you confirm that you personally are authorized to accept these terms on that organization’s behalf. This is a binding legal agreement.

GENERAL TERMS AND CONDITIONS

This General Terms and Conditions (“GTC” or “Terms of Use”) for Knoige learning management and training systems (the “LMS”) governs the use of the LMS by the organization registered by you (“Customer”), as licensed by KNOIGE and will be effective when accepted by Customer in connection with an Order Form. This GTC combined with the Order Form constitutes a complete binding legal agreement between KNOIGE and Customer and sets forth the terms and conditions that govern the LMS provided by KNOIGE to Customer – please read carefully. The terms of this GTC are subject to change after 30 days’ notice is given by KNOIGE via this website, and as such the Customer is solely responsible for checking this website for changes to this GTC. The parties agree as follows:

DEFINITIONS

Capitalized terms used in this document are defined in the Glossary.

USAGE RIGHTS AND RESTRICTIONS

2.1 Grant of Rights.

(a) KNOIGE grants to Customer a non-exclusive, non-transferable and world-wide right to use the LMS and any accompanying LMS (including its implementation and configuration), Materials (as applicable), KNOIGE Content and Documentation solely for Customer’s and its Affiliates’ business operations. Permitted uses and restrictions also apply to Materials and Documentation.

(b) KNOIGE further grants to Customer solely during the Subscription Term, the right to download and use the Learning Resources or portions thereof in combination with Customer’s (non-KNOIGE) learning material, with the express obligation that Customer remove and return or destroy all Learning Resources upon expiration or termination of the Subscription Term; KNOIGE may audit Customer’ compliance with this post-Subscription Term obligation once annually for the two years following expiration or termination of the Agreement.

2.2 Authorized Users.

Customer may permit Authorized Users to use the LMS. Usage is limited to the Usage Metrics and volumes stated in the Order Form. Access credentials for the LMS may not be used by more than one individual, but may be transferred from one individual to another if the original user is no longer permitted to use the LMS. Customer is responsible for breaches of the Agreement caused by Authorized Users.

2.3 Acceptable Use Policy.

With respect to the LMS, Customer will not: (a) disassemble, decompile, reverse-engineer, copy, translate or make derivative works, (b) transmit any content or data that is unlawful or infringes any intellectual property rights, or (c) circumvent or endanger its operation or security. (d) use in high-risk activities including, without limiting the generality of the foregoing, in any direct or active operations of any equipment in any nuclear, aviation, mass transit, or medical applications, or in any other inherently dangerous operation.

2.4 Verification of Use.

Customer will monitor its own use of the LMS and report any use in excess of the Usage Metrics and volume. KNOIGE may monitor use to verify compliance with Usage Metrics, volume and the Agreement.

2.5 Suspension of LMS.

KNOIGE may suspend or limit use of the LMS if continued use may result in material harm to the LMS or its users. KNOIGE will promptly notify Customer of the suspension or limitation. KNOIGE will limit a suspension or limitation in time and scope as reasonably possible under the circumstances.

2.6 Third Party Web Services.

The LMS may include integrations with web services made available by third parties (other than KNOIGE’ Affiliates) that are accessed through the LMS and subject to terms and conditions with those third parties. These third party web services are not part of the LMS and the Agreement does not apply to them.

2.7 Mobile Access to LMS

If applicable, Authorized Users may access certain LMSs through mobile applications obtained from third-party websites such as Android or Apple app store. The use of mobile applications may be governed by the terms and conditions presented upon download/access to the mobile application and not by the terms of the Agreement.

2.8 On-Premise Components.

The LMS may include on-premise components that can be downloaded and installed (including updates) by Customer. KNOIGE’s SLA does not apply to these components.

2.9 Third-Party Application.

If Customer installs or enables a third-party application for use with a LMS, Customer (i) is solely responsible for obtaining and maintaining the license or other rights for its use of the third-party application, and (ii) grants KNOIGE permission to allow the provider of that third- party application to access Customer Data as required for the interoperation of the third- party application and the LMS.

KNOIGE RESPONSIBILITIES

3.1 Provisioning.

KNOIGE provides access to the LMS as described in the Agreement. KNOIGE reserves the right to modify the course offerings and content of the online course library at any time.

3.2 Support.

KNOIGE provides support for the LMS as referenced in the Order Form.

3.3 Security.

KNOIGE uses reasonable security technologies in providing the LMS. As a data processor, KNOIGE will implement technical and organizational measures referenced in the Order Form to secure personal data processed in the LMS in accordance with applicable data protection law.

3.4 Modifications.

(a) The LMS and KNOIGE Policies may be modified by KNOIGE. KNOIGE will inform Customer of modifications by email, the support portal, release notes, Documentation or the LMS. The information will be delivered by email if the modification is not solely an enhancement. Modifications may include optional new features for the LMS, which Customer may use subject to the then-current Supplement and Documentation.

(b) If Customer establishes that a modification is not solely an enhancement and materially reduces the LMS, Customer may terminate its subscriptions to the affected LMS by providing written notice to KNOIGE within thirty days after receipt of KNOIGE’ informational notice.

3.5 Analyses.

KNOIGE or KNOIGE’ Affiliates may create analyses utilizing, in part, Customer Data and information derived from Customer’s use of the LMS and Consulting Services, as set forth below (“Analyses”). Analyses will anonymize and aggregate information and will be treated as Materials. Unless otherwise agreed, personal data contained in Customer Data is only used to provide the LMS and Consulting Services. Analyses may be used for the following purposes:

1. a) product improvement (in particular, product features and functionality, workflows and user interfaces) and development of new KNOIGE products and services,
2. b) improving resource allocation and support,
3. c) internal demand planning,
4. d) training and developing machine learning algorithms,
5. e) improving product performance,
6. f) verification of security and data integrity
7. g) identification of industry trends and developments, creation of indices and anonymous benchmarking

4. CUSTOMER AND PERSONAL DATA

4.1 Customer Data.

Customer is responsible for the Customer Data and entering it into the LMS. Customer grants to KNOIGE (including KNOIGE’ Affiliates and subcontractors) a nonexclusive right to process Customer Data solely to provide and support the LMS.

4.2 Personal Data.

Customer will collect and maintain all personal data contained in the Customer Data in compliance with applicable data privacy and protection laws.

4.3 Security.

Customer will maintain reasonable security standards for its Authorized Users’ use of the LMS. Customer will not conduct or authorize penetration tests of the LMS without advance approval from KNOIGE.

4.4 Access to Customer Data.

(a) During the Subscription Term, Customer can access its Customer Data at any time. Customer may export and retrieve its Customer Data in a standard format. Export and retrieval may be subject to technical limitations, in which case KNOIGE and Customer will find a reasonable method to allow Customer access to Customer Data.

(b) Before the Subscription Term expires, if available, Customer may use KNOIGE’ self-service export tools (as available) to perform a final export of Customer Data from the LMS. Alternatively, Customer may request data export through support ticket.

(c) At the end of the Agreement, KNOIGE will delete the Customer Data remaining on servers hosting the LMS unless applicable law requires retention. Retained data is subject to the confidentiality provisions of the Agreement.

(d) In the event of third party legal proceedings relating to the Customer Data, KNOIGE will cooperate with Customer and comply with applicable law (both at Customer’s expense) with respect to handling of the Customer Data.

CONSULTING SERVICES

If applicable, KNOIGE will provide the Consulting Services, as mutually agreed by Customer and KNOIGE under a Statement of Work (“SOW”); such SOW(s) shall be subject to the terms of (i) the GTC and (ii) KNOIGE’s Terms and Conditions and Privacy Policy available at www.accessdata.com/legal (“Consulting Services Supplement”). The defined term “Consulting Services” under the Consulting Services Supplement shall mean solely those services set forth in the SOW. In the event of conflict, the terms of the SOW shall supersede the terms of the Consulting Services Supplement, which in turn shall supersede the terms of the GTC.

FEES AND TAXES

6.1 Fees and Payment.

Customer will pay fees as stated in the Order Form. Customer will be invoiced on Start Date (as provided in the applicable Order Form) for Year One. For each Subsequent Year and Renewal Term (if any), Customer will be invoiced in advance. Notwithstanding anything to the contrary, by electing credit card payment and inputting its billing and credit card information into the KNOIGE system (via a link sent by KNOIGE), Customer’s credit card on file will be charged in advance the annual fees for the Subscription Term (including any agreed-to renewal term), provided that Customer remains responsible for fees. KNOIGE will also invoice Customer (or if applicable, charge Customer’s credit card) at the time Customer adds any enhanced or additional LMSs. KNOIGE may provide invoices to an email address provided by Customer. Fees for non- recurring services will be invoiced by KNOIGE on a one- time basis and paid by Customer upon commencement of the Subscription Term. Customer will reimburse KNOIGE for all pre-approved (by Customer) and appropriately documented travel and related expenses incurred by KNOIGE in performing any support for the LMS. After prior written notice, KNOIGE may suspend Customer’s use of the LMS until payment is made. Customer cannot withhold, reduce or set-off fees owed nor reduce Usage Metrics during the Subscription Term. All Order Forms are non-cancellable and fees non-refundable.

6.2 Excess Use

Customer’s use of the LMS is subject to the Agreement, including the Usage Metrics and their volume stated in the Order Form. Any use of the LMS that exceeds this scope will be subject to additional fees. Fees accrue from the date the excess use began. KNOIGE may invoice and Customer will pay for excess use based on applicable pricing in the Order Form.

Customer will execute an additional Order Form to document subscriptions for additional Usage Metrics and their volume.

6.3 Taxes.

Fees and other charges imposed under an Order Form will not include taxes, all of which will be for Customer’s account. Customer is responsible for all taxes, other than KNOIGE’ income and payroll taxes. Customer must provide to KNOIGE any direct pay permits or valid tax-exempt certificates prior to signing an Order Form. If KNOIGE is required to pay taxes (other than its income and payroll taxes), Customer will reimburse KNOIGE for those amounts and indemnify KNOIGE for any taxes and related costs paid or payable by KNOIGE attributable to those taxes.

6.4 Fee Increases

At the beginning of each renewal term, KNOIGE may increase fees to reflect annual increases in consumer prices or costs. This increase will not exceed the greater of the percentage stated in the most recent consumer price index selected by KNOIGE or 3.3% per annum. The increase is applied on a cumulative, year-over-year basis beginning on either the start of the preceding term or date of last increase, whichever is later. Not raising fees is not a waiver of KNOIGE’ right to do so. KNOIGE may increase fees if Customer elects to reduce the LMS, Usage Metrics or volume for any renewal term.

6.5 Payment

Customer will pay to KNOIGE all fees due within thirty (30) days of date of invoice. Unpaid fees will accrue interest at the maximum legal rate. Customer purchase orders are for administrative convenience and not a condition of payment. Payment is not dependent upon completion of any implementation or other services.

TERM AND TERMINATION

7.1 Term.

(a) Customer’s initial Subscription Term will begin on the Start Date (as provided in the applicable Order Form) and will be effective until the End Date (as provided therein), unless Customer is otherwise notified by KNOIGE (“Initial Term”). “Year One” within the Initial Term is the period beginning on the Start Date and ending the day before the first anniversary of the Start Date. Each “Subsequent Year” within the Initial Term begins (commencing with the first anniversary of the Start Date) on the applicable anniversary of the Start Date and ends on the day before the next anniversary of the Start Date. If the initial Subscription Term is not provided under an Order Form, the Initial Term of such Order Form shall be one (1) Year from the Start Date or Effective Date of the Order Form (as provided in such Order Form).

(b) The Initial Term and any renewals and extensions will automatically renew for terms equal in length to the immediately preceding term (each a “Renewal Term”). Auto-renewal will not occur if Customer notifies KNOIGE of its intention not to renew at least one month in advance of the expiration of the current term, or KNOIGE notifies Customer of its intention not to renew at least six months prior to the expiration of the current term.

7.2 Termination.

A party may terminate the Agreement:

(a) upon thirty days written notice of the other party’s material breach unless the breach is cured during that thirty day period,

(b) as permitted under Sections 3.4(b), 8.3(b), or 9.1

(c) (with termination effective thirty days after receipt of notice in each of these cases), or (c) immediately if the other party files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors, or otherwise materially breaches Sections 13 or 14.6.

7.3 Refund and Payments.

For termination by Customer or an 9.1(c) termination, Customer will be entitled to:

(a) a pro-rata refund in the amount of the unused portion of prepaid fees for the terminated subscription calculated as of the effective date of termination, and

(b) a release from the obligation to pay fees due for periods after the effective date of termination.

7.4 Effect of Expiration or Termination.

Upon the effective date of expiration or termination of the Agreement:

(a) Customer’s right to use the LMS (including accessing course library and KNOIGE Content) and all KNOIGE Confidential Information will end,

(b) Confidential Information of the disclosing party will be returned or destroyed as required by the Agreement, and

(c) termination or expiration of the Agreement does not affect other agreements between the parties.

7.5 Survival.

Sections 1, 6, 7.3, 7.4, 7.5, 8, 9, 10, 11 and 12 will survive the expiration or termination of the Agreement.

WARRANTIES

8.1 Compliance with Law.

Each party warrants its current and continuing compliance with all laws and regulations applicable to it in connection with:

(a) in the case of KNOIGE, the operation of KNOIGE’ business as it relates to the LMS, and

(b) in the case of Customer, the Customer Data and Customer’s use of the LMS.

8.2 Good Industry Practices.

KNOIGE warrants that it will provide the LMS:

(a) in substantial conformance with the Documentation; and

(b) with the degree of skill and care reasonably expected from a skilled and experienced global supplier of services substantially similar to the nature and complexity of the LMS.

8.3 Remedy.

Customer’s sole and exclusive remedies and KNOIGE’ entire liability for breach of the warranty under Section 8.2 will be:

(a) the re-performance of the deficient LMS, and

(b) if KNOIGE fails to re-perform, Customer may terminate its subscription for the affected LMS. Any termination must occur within three months of KNOIGE’ failure to re-perform.

8.4 Warranty Exclusions.

The warranties in Section 8.2 will not apply if:

(a) the LMS is not used in accordance with the Agreement or Documentation,

(b) any non-conformity is caused by Customer, or by any product or service not provided by KNOIGE, or

(c) the LMS was provided for no fee.

8.5 Disclaimer.

Except as expressly provided in the Agreement, neither KNOIGE nor its subcontractors make any representation or warranties, express or implied, statutory or otherwise, regarding any matter, including the merchantability, suitability, originality, or fitness for a particular use or purpose, non-infringement or results to be derived from the use of or integration with any products or services provided under the Agreement, or that the operation of any products or services will be secure, uninterrupted or error free. Customer agrees that it is not relying on delivery of future functionality, public comments or advertising of KNOIGE or product roadmaps in obtaining subsc