Terms & Conditions

INTERACTIVE EDUCATION CONCEPTS, INC.

TERMS OF USE

Effective Date: As of Acceptance or Execution of Order

Governing Law: State of California | Jurisdiction: Los Angeles County

These Terms of Use (the “Terms of Use” or “Agreement”) govern each Customer’s use of content, learning management systems, AI-powered coaching platforms, behavioral training programs, and all other services (collectively, the “Services”) provided by Interactive Education Concepts, Inc. (“IEC”), d/ba/ IMPROVLearning its Affiliates, agents, or contractors to Customer. Please read these Terms of Use carefully.

These Terms of Use are subject to change upon thirty (30) days’ prior notice given by IEC via its website. Customer is solely responsible for periodically reviewing this website for any changes. These Terms of Use, together with the License Agreement between IEC and Customer, will supersede any prior discussions or representations regarding the Services. If there is a conflict between the Terms of Use and the License Agreement, the terms of the License Agreement will prevail, but only with respect to the Services licensed through that particular License Agreement.

BY ACCESSING OR USING THE SERVICES, EXECUTING AN ORDER, OR CLICKING “I AGREE,” CUSTOMER AGREES TO BE BOUND BY THESE TERMS OF USE IN THEIR ENTIRETY.

ARTICLE 1. CUSTOMER’S USE OF THE SERVICES

1.1 Free Trials

If Customer receives a free trial, IEC will make the Services available for fourteen (14) days (the “Free Trial Period”) to up to ten (10) Active Users, at no charge and with no obligation to continue after the Free Trial Period. IEC may suspend access at the end of the Free Trial Period. If Customer wishes to continue without interruption, Customer must enter into a written License Agreement that describes the Services, subscription term, user quantities (and applicable definitions), and fees (including “On-Demand Fees”) and references these Terms. These Terms govern Customer’s use of the Services during the Free Trial Period and any paid subscription term.

Trial Data Notice. Customer is responsible for exporting or backing up any Customer Data entered during the Free Trial Period. Customer acknowledges that Customer Data entered during the Free Trial Period may be deleted or become inaccessible when the Free Trial Period ends, unless Customer purchases a subscription to the same Services.

1.2 Provision of the Services

IEC will make available to Customer on a subscription basis for the Term the Services set forth in an Order pursuant to this Agreement and the applicable Order. Services are designed to be available 24/7 subject to maintenance and reasonable downtime. Customer will be notified of scheduled maintenance. IEC will, as part of providing a Service, apply any update, bug fix or upgrade to the Service that it makes generally available to its customers. Services are subject to usage limits, including for example, the quantities specified in an accepted Order. IEC reserves the right to modify the course offerings and content of the online course library at any time.

1.3 Customer Obligations

Customer may enable access to the Services for use only by Active Users solely for the internal business purposes of Customer and its Affiliates in accordance with these Terms of Use and not for the benefit of any third parties. Customer is responsible for all Authorized Persons’ use of the Services and compliance with these Terms of Use and the applicable License Agreement(s). Customer shall:

have sole responsibility for the accuracy, quality, and legality of all Customer Data transmitted or otherwise provided to IEC and the means by which Customer acquired Customer Data;

ensure that all users receive any required disclosures and appropriate training concerning the use of the Services;

use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify IEC promptly of any such unauthorized access or use;

promptly inform IEC when the number of Active Users increases; and

use the Services only in accordance with this Agreement, the Documentation, and any applicable Laws.

Customer shall not: (i) use the Services in violation of applicable Laws; (ii) in connection with the Services, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights. Customer shall be liable for the acts and omissions of all Authorized Persons and Customer Affiliates relating to this Agreement. If Customer installs or enables a third-party application for use with any Service, 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 IEC 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 Service.

ARTICLE 2. CUSTOMER DATA

2.1 Protection and Security

During the Term of this Agreement, IEC shall establish, implement, and maintain commercially reasonable administrative, physical, and technical measures that are designed to protect the security and integrity of Customer Data provided to IEC by Customer, and that are reasonably appropriate to the risks represented by the processing and nature of the provided Customer Data, and designed to guard against the accidental or unauthorized access, use, loss, or disclosure of Customer Data while it is on IEC’s network and systems. Customer understands that it has an independent duty to comply with any and all Laws applicable to it in connection with its provision of Customer Data to IEC.

2.2 Unauthorized Disclosure

If either party believes that there has been unauthorized access, use, loss, or disclosure of Customer Data while it is on IEC’s network and systems, such party must promptly notify the other party. Each party will reasonably assist the other party in investigating, remediating, or mitigating any potential damage, including providing reasonable assistance with respect to any legally required notifications or the provision of credit reporting services to affected individuals. Each party shall bear its own costs of such investigation, remediation, mitigation, and/or notification associated with an unauthorized disclosure.

ARTICLE 3. FEES AND PAYMENT

3.1 Fees and Payment Terms

The Fees shall be set out in each License Agreement. By electing credit card payment and inputting billing and credit card information into the IEC system, Customer’s credit card on file will be charged in advance the annual On-Demand Fees and/or Content Licensing Fees for the Term (including any agreed-to renewal term), provided that Customer remains responsible for all Fees. Upon the failure of any credit card payment, IEC will invoice Customer for Fees and interest at the monthly rate of 1.5% or the lesser maximum allowable rate, and Customer will pay IEC’s invoice within thirty (10) days of the invoice date. IEC will also invoice Customer (or charge Customer’s credit card, if applicable) at the time Customer adds any enhanced or additional Services. If Customer exceeds any usage limitation set forth in the License Agreement, IEC will invoice Customer for overages in arrears. Fees will be billed and paid in USD, unless otherwise agreed in writing by the parties.

3.2 No Resale

Customer understands and agrees that Customer may not resell the Services or access to the Services to any third party unless its expressly agreed in the Service Agreement between IEC and the Customer.

ARTICLE 4. CONFIDENTIALITY

4.1 Confidential Information Defined

(A) Definition. “Confidential Information” means all information disclosed by a party (“Discloser”) to the other party (“Recipient”), orally or in writing, designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Customer’s Confidential Information includes Customer Data; IEC’s Confidential Information includes the Services, Content, and Documentation; and Confidential Information of each party includes each party’s proprietary technology and technical information, business processes, and technical product information.

(B) Exclusions. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the other party; (ii) was known to a party prior to its disclosure by the other party without breach of any obligation owed to the other party; (iii) was independently developed by a party without breach of any obligation owed to the other party; or (iv) is received from a third party without breach of any obligation owed to the other party.

4.2 Confidentiality Obligations

During the course of the parties’ business relationship, each party may have access to Confidential Information of the other party. Neither party shall disclose any Confidential Information of the other party, orally or in writing, to any third party without the prior written consent of the other party. The parties shall protect each other’s Confidential Information using commercially reasonable administrative, physical, and technical safeguards.

4.3 Disclosure to Third Parties and as Required by Law

Recipient may provide access to and use of Discloser’s Confidential Information only to those third parties that: (a) provide services to Recipient concerning Recipient’s use of Discloser’s Confidential Information; (b) have a need to use and access the Confidential Information; and (c) have agreed to substantially similar non-disclosure obligations as those contained in this Agreement. Recipient shall be responsible for the use by its third parties of Discloser’s Confidential Information. To the extent Recipient may be required by Law to disclose Confidential Information, Recipient may make such disclosure, provided that Recipient (i) to the extent permitted by Law, notifies Discloser of such requirement prior to disclosure and (ii) allows Discloser to take reasonable action to avoid and/or limit disclosure.

4.4 Injunctive Relief and Other Remedies

Each party understands that Confidential Information constitutes valuable business assets of Discloser and that its unauthorized disclosure may irreparably harm Discloser. In the event of breach or threatened breach of obligations pertaining to Confidential Information by Recipient, Discloser shall be entitled to seek injunctive relief. In the event of an unauthorized disclosure of Confidential Information that includes only Customer Data, Customer shall have the sole right to pursue the remedies set forth in Sections 2.2 and 9 of these Terms of Use.

ARTICLE 5. PROPRIETARY RIGHTS

5.1 Ownership and Reservation of Rights

IEC and its licensors and Affiliates own all right, title, and interest in and to the Services, Content, Documentation, and other Technology, as well as any modifications that are derivative works thereof. Subject to the limited rights expressly granted hereunder, IEC, its licensors, and/or its Affiliates reserve all rights, title, and interest in and to the Services, Documentation, and Content, including all related intellectual property rights worldwide. No rights are granted to Customer hereunder other than as expressly set forth herein. Customer, and any Affiliate or individual with access to the Services through Customer, shall not use, disclose, copy, display, reproduce, or otherwise infringe the foregoing intellectual property rights.

5.2 License Grant

IEC hereby grants Customer a non-exclusive, non-transferable right to use the Services, Documentation, and Content, solely for the business purposes of Customer and its Affiliates and solely during the Term, subject to these Terms of Use and the relevant License Agreement(s). IEC further grants to Customer:

(A) Solely during the Term, the right to download and use the Learning Resources and Content or portions thereof in combination with Customer’s (non-IEC) learning material, with the express obligation that Customer remove and return or destroy all Learning Resources upon expiration or termination of the Term. IEC may audit Customer’s compliance with this post-Term obligation once annually for the two years following expiration or termination of this Agreement, upon twenty-four (24) hours’ written notice, and Customer agrees to comply with any such audit.

(B) Solely during the Term, the right to use the Content on a third-party Learning Management System, provided that IEC does not warrant and bears no responsibility for the availability and functionality of the Content on a third-party LMS.

5.3 License Restrictions

Customer shall not: (i) except as allowed under Section 5.2(A), modify, copy, or create any derivative works based on the Services or Documentation; (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Services or Documentation available to any third party other than to Authorized Persons as permitted herein; (iii) reverse engineer or decompile any portion of the Services or Documentation, except to the extent required by Law; (iv) access the Services or Documentation in order to build any commercially available product or service; or (v) copy any features, functions, integrations, interfaces, or graphics of the Services or Documentation. Customer represents and warrants that neither it nor any Authorized User is a national, resident, or under the control of any country to which the U.S. has embargoed goods.

5.4 Ownership of Customer Data

As between IEC and Customer, Customer owns its Customer Data.

5.5 Aggregated Data Use

IEC owns and has the perpetual right to use for its business and operating purposes the aggregated and statistical data derived from the operation of the Services, including, without limitation, the number of records in the Services, the number and types of transactions, configurations, and reports processed in the Services, and the performance results for the Services (the “Aggregated Data”). IEC’s use of Aggregated Data will not reveal the identity, whether directly or indirectly, of any individual or specific data entered by any individual. Aggregated Data does not include any Customer Confidential Information, Customer Data, or any information that personally identifies a specific individual.

IEC acknowledges that as between IEC and End User, End User data is the End User’s data and the confidential information of End User and must be treated accordingly. IECrepresents and warrants that to the extent a IEC Solution stores, processes or transmits End User data, neither IEC nor such Solution will, without appropriate prior End User consent and/or instructions as set out in the End User Terms, or except to the extent required by applicable law, (i) modify the content of End User data in a manner that adversely affects the integrity of End User data, (ii) disclose End User data to any third party, or (iii) use End User data for any purpose other than providing such Solution’s functionality to the applicable End Users of the IEC. For greater clarity, IEC will not aggregate End User data or allow access to aggregated data by third parties without End User’s consent and/or instructions as set out in the End User Terms. Partner shall also maintain and process all End User data in accordance with privacy and security measures reasonably adequate to preserve its confidentiality and security and comply with all applicable privacy laws and regulations.

ARTICLE 6. TERM, RENEWAL, TERMINATION, AND DISPUTE RESOLUTION

6.1 Term

The rights granted to Customer pursuant to these Terms of Use shall commence as of the Effective Date and end upon expiration or termination of all License Agreement(s) issued hereunder. Unless otherwise specified in the applicable License Agreement or Order, all subscriptions to the Services are entered into on an annual basis (each a “Contract Year”), commencing on the Effective Date of the applicable Order.

6.2 Automatic Renewal

At the conclusion of each Contract Year, the subscription shall automatically renew for a successive twelve (12) month Contract Year on the same terms and conditions then in effect, including the then-current fee schedule, unless either party provides written notice of non-renewal in accordance with Section 6.3 below. IEC will use commercially reasonable efforts to provide Customer with written notice of an upcoming auto-renewal no fewer than sixty (60) days prior to the renewal date; provided, however, that failure to provide such advance notice shall not affect the validity or enforceability of the automatic renewal. Customer acknowledges and agrees that it has an independent obligation to track its renewal dates and to provide timely notice if it does not wish to renew.

6.3 Termination for Convenience

(A) Customer’s Right to Terminate for Convenience. Customer may elect to terminate a License Agreement or Order for convenience (i.e., without cause) by providing IEC with no less than ninety (90) days’ prior written notice (the “Convenience Termination Notice”), delivered in accordance with the notice provisions of Section 10.1 of this Agreement. A Convenience Termination Notice shall take effect no earlier than ninety (90) days following receipt by IEC. Customer may not use a Convenience Termination Notice to avoid fees applicable during the ninety (90) day notice period itself. Termination for convenience shall not relieve Customer of any payment obligations incurred prior to the effective date of termination, and shall be subject to the Early Termination Fee set forth in Section 6.4.

(B) IEC’s Right to Terminate for Convenience. IEC reserves the right to terminate any License Agreement or Order for convenience upon ninety (90) days’ written notice to Customer. In the event IEC exercises its own right of termination for convenience, IEC shall provide Customer a pro-rata refund of any prepaid fees attributable to the unexpired and unused portion of the then-current Contract Year following the effective termination date. Such refund shall constitute Customer’s sole and exclusive remedy in connection with an IEC-initiated termination for convenience.

6.4 Early Termination Fee

In the event Customer exercises its right to terminate for convenience pursuant to Section 6.3(A) prior to the natural expiration of a Contract Year, Customer shall be liable for and shall pay to IEC an early termination fee equal to fifty percent (50%) of the total fees that would have been payable for the unused and unexpired remainder of the then-current Contract Year, calculated as of the effective date of termination (the “Early Termination Fee”).

Illustrative Example (not contractually binding): If Customer’s annual subscription fee is $120,000 and Customer exercises a termination for convenience with four (4) months remaining in the Contract Year, the unused portion would equal $40,000. The Early Termination Fee owed to IEC would be $20,000 (50% x $40,000), in addition to all fees already paid or owed for the used portion of the term.

The Early Termination Fee shall be invoiced by IEC within fifteen (15) days of the effective termination date and shall be due and payable within thirty (30) days of invoice. Unpaid Early Termination Fees shall accrue interest at the rate of 1.5% per month or the maximum rate allowable by applicable law, whichever is lesser.

Termination date will go in affect after the Notice Period and the Payment in Full of the termination fee. Until the Termination fee is paid, the regular monthly charges will apply

6.5 Non-Refundability of Used Subscription Period

Customer acknowledges and agrees that all fees paid or invoiced for any portion of a Contract Year that has commenced are fully earned by IEC upon commencement of that Contract Year and are non-refundable under any circumstance, including but not limited to Customer’s election to exercise a termination for convenience, Customer’s decision to reduce usage, or any dissatisfaction with the Services that does not rise to the level of a material breach by IEC. The parties agree that IEC’s investment in platform availability, content maintenance, and account support is incurred at the outset of each Contract Year and is not contingent upon the volume of Customer’s actual usage during the term.

6.6 Termination for Default

IEC may terminate any License Agreement if Customer breaches any material term of these Terms of Use or any License Agreement and does not cure such material breach within thirty (30) days of receiving a Termination Notice.

6.7 Effect of Expiration or Termination

Upon termination or expiration of any License Agreement, Customer shall pay all amounts due to IEC for Services rendered up to the expiration or termination date and any amounts that may become due subsequent to such expiration or termination. Customer shall immediately:

cease using the Services and accessing the software, course library, and any Content;

cease using any Confidential Information of IEC; and

return or destroy (at IEC’s discretion) all copies of IEC’s Confidential Information.

To the extent Customer is required to retain a copy of any of IEC’s Confidential Information as required by applicable Law, Customer shall continue to treat such Confidential Information in accordance with the terms of these Terms of Use.

6.8 Dispute Resolution

Prior to instituting formal proceedings, the parties shall attempt to resolve all disputes arising out of or relating to these Terms of Use and any License Agreement informally. To invoke this process, a party shall appoint a designated executive and request that the other party do the same within five (5) days of receipt of the request. The designated executives shall have up to thirty (30) days to attempt in good faith to resolve the matter. The informal dispute resolution process shall terminate at the end of the thirty (30) day period unless extended by mutual written agreement. Disputes not resolved by informal dispute resolution will be resolved by litigation unless the parties mutually agree to an alternative dispute resolution method.

Nothing in this section shall prevent a party from: (a) instituting formal proceedings to avoid the expiration of any applicable limitations period, or (b) seeking injunctive or other equitable relief in a court of appropriate jurisdiction.

The parties agree that any legal action arising from these Terms of Use or any License Agreement shall be resolved exclusively in a court of competent jurisdiction in Los Angeles County, California. Customer and IEC each consent to the jurisdiction and venue of such courts.

ARTICLE 7. PROFESSIONAL LIABILITY LIMITATION AND ADVISORY DISCLAIMER

7.1 Nature of Services; No Professional Advice

The Services, Content, and any related materials provided by IEC — including without limitation course content, training programs, behavioral assessments, AI-powered coaching outputs, the NEURO IQ platform, the S.P.I.D.E.R. Behavioral Method, and any written or verbal guidance provided by IEC personnel , are intended solely for general educational and informational purposes. Nothing in the Services or Content constitutes, or should be construed as constituting, legal advice, regulatory compliance counsel, safety engineering opinion, medical advice, psychological treatment, or any other form of licensed professional advice.

Customer acknowledges and agrees that:

IEC is not a law firm, licensed safety authority, regulatory body, medical provider, or professional services firm of any kind;

No IEC employee, agent, contractor, instructor, coach, or AI-powered platform tool is acting in a licensed professional advisory capacity to Customer or any Authorized Person;

Customer remains solely and exclusively responsible for ensuring that its operations, policies, procedures, and compliance programs conform to all applicable federal, state, and local laws, regulations, and industry standards, regardless of any Content or guidance provided through the Services;

IEC makes no representation that completion of any course, program, or training module will satisfy any specific regulatory, legal, judicial, or governmental requirement applicable to Customer or its employees; and

IEC makes no representing or guarantees that drivers will have better driving outcomes including reduction of vehicle collisions, traffic violations etc.

Customer should independently verify all Content with qualified legal, regulatory, safety, or other licensed professionals before relying upon it for compliance or operational decision-making.

7.2 Limitation of Professional Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN THE EVENT THAT ANY CLAIM ARISING OUT OF OR RELATED TO ADVICE, RECOMMENDATIONS, GUIDANCE, COACHING OUTPUT, AI-GENERATED ANALYSIS, OR ANY OTHER CONTENT OR COMMUNICATION PROVIDED BY IEC OR ITS PERSONNEL IN CONNECTION WITH THE SERVICES IS FOUND TO GIVE RISE TO LIABILITY, NOTWITHSTANDING IEC’S DISCLAIMER IN SECTION 7.1 AND NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT , IEC’S TOTAL AGGREGATE LIABILITY FOR ANY SUCH CLAIM SHALL BE STRICTLY LIMITED TO THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO IEC DURING THE TWELVE (12) MONTH ANNUAL SUBSCRIPTION TERM IN WHICH THE EVENT GIVING RISE TO THE CLAIM FIRST OCCURRED (THE “ANNUAL FEE CAP”).

This Annual Fee Cap applies in the aggregate across all claims, causes of action, and theories of recovery arising from any single subscription term, regardless of the number of claimants, incidents, or legal theories asserted. This limitation applies whether the claim sounds in contract, tort, strict liability, statutory violation, or any other theory, and whether or not IEC has been advised of the possibility of such damages.

7.3 Regulatory and Compliance Disclaimer

IEC’s course content is developed to reflect generally accepted practices and information available as of the date of content production. IEC expressly disclaims any warranty or representation that its Content satisfies the requirements of any specific jurisdiction’s driver education statutes, court-ordered program mandates, fleet safety regulations, DMV approval requirements, or any other specific regulatory framework. Customer is solely responsible for confirming the regulatory acceptability of any IEC Content or program in the jurisdictions in which Customer operates.

ARTICLE 8. NO WARRANTIES; ALL SERVICES PROVIDED “AS IS”

8.1 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IEC MAKES NO WARRANTIES OF ANY KIND UNDER THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF NONINFRINGEMENT, TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ALL SERVICES ARE PROVIDED “AS IS.” IEC MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY OR COMPLETENESS OF ANY OF THE SERVICES, NOR THAT THE OPERATION OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

The Content has been created to assist Customers that are endeavoring to educate their employees. The information contained in the Content is the information available to IEC or its licensors or affiliates at the time the Content was produced. All information in the Services should be reviewed for accuracy and appropriateness to assure it conforms to Customer’s circumstances and recommended procedures, as well as to any applicable laws, standards, and regulations. IEC cannot and does not warrant against human and machine errors, omissions, delays, interruptions, or losses, including loss of data, nor that the Content or Services will be free of infection by viruses, worms, Trojan horses, or other malicious code.

ARTICLE 9. INDEMNIFICATION

9.1 Customer’s Indemnification Obligations

Customer will defend IEC against any claim, demand, suit, or proceeding made or brought against IEC by a third party alleging that Customer Data, Customer Content, or Customer’s use of any Service in breach of these Terms of Use and the applicable License Agreement, infringes or misappropriates such third party’s intellectual property rights (a “Third Party Intellectual Property Claim Against IEC”), and will indemnify IEC from any damages, reasonable attorney fees, and costs finally awarded against IEC as a result of, or for any amounts paid by IEC under a court-approved settlement of, a Third Party Intellectual Property Claim Against IEC; provided IEC promptly gives Customer written notice of the Third Party Intellectual Property Claim Against IEC and gives Customer all reasonable assistance, at Customer’s expense.

9.2 Customer’s Indemnification of IEC Against Driver-Related Claims.

Customer shall defend, indemnify, and hold harmless IEC and its Affiliates, officers, directors, employees, agents, licensors, successors, and assigns (collectively, the “IEC Indemnified Parties”) from and against any and all claims, demands, suits, proceedings, judgments, losses, damages, fines, penalties, settlements, costs, and expenses , including reasonable attorneys’ fees and court costs, arising out of or relating to: (a) any act, omission, negligence, recklessness, or willful misconduct of any driver, operator, or vehicle user who is an employee, contractor, agent, subcontractor, or otherwise authorized by Customer to operate a vehicle in connection with Customer’s business operations, regardless of whether such driver has completed, partially completed, or not commenced any IEC training program or course; (b) any accident, collision, traffic violation, injury, death, or property damage caused or contributed to by any such driver or vehicle operator; (c) Customer’s failure to ensure that any driver or vehicle operator completed, or successfully completed, any required IEC training prior to vehicle operation; (d) Customer’s decision to permit, authorize, or allow any driver or vehicle operator to operate a vehicle notwithstanding any training status, assessment result, coaching recommendation, or risk indicator generated by the Services, including without limitation by the NEURO IQ platform or the S.P.I.D.E.R. Behavioral Method; or (e) any claim by a third party — including but not limited to passengers, pedestrians, other motorists, government agencies, insurers, or employers — that IEC’s training content, behavioral assessments, AI-generated coaching outputs, or any other component of the Services caused, contributed to, failed to prevent, or should have prevented any conduct, accident, injury, death, or loss attributable to any driver or vehicle operator of Customer.

Customer’s indemnification obligations under this Section shall apply regardless of: (i) whether the IEC Indemnified Parties were actively or passively negligent; (ii) whether the claim is based on contract, tort, strict liability, statute, regulation, or any other legal theory; (iii) whether IEC was notified in advance of the risk or conduct giving rise to the claim; or (iv) whether the driver or vehicle operator in question completed IEC’s training in full and received a satisfactory assessment outcome. Customer acknowledges that IEC’s Services are educational and informational in nature, that IEC exercises no supervision or control over Customer’s drivers or vehicle operations, and that the decision to deploy, retain, or authorize any driver to operate a vehicle rests solely and exclusively with Customer.

The IEC Indemnified Parties shall: (1) promptly notify Customer in writing of any claim subject to indemnification under this Section, provided that failure to provide prompt notice shall not relieve Customer of its indemnification obligations except to the extent Customer is materially prejudiced by such failure; (2) grant Customer sole control over the defense and settlement of any such claim, provided that Customer shall not enter into any settlement that imposes any obligation, restriction, or liability upon any IEC Indemnified Party, or that includes any admission of fault or wrongdoing by any IEC Indemnified Party, without the prior written consent of IEC; and (3) provide Customer with all reasonable cooperation and assistance in connection with the defense of any such claim, at Customer’s expense.

9.3 IEC’s Indemnification of Customer Against Third-Party Intellectual Property Claims.

(A) IEC’s Indemnification Obligation. Subject to the conditions and limitations set forth in this Section 9.3, IEC shall defend, indemnify, and hold harmless Customer and its Affiliates, officers, directors, employees, agents, successors, and assigns (collectively, the “Customer Indemnified Parties”) from and against any and all third-party claims, demands, suits, proceedings, judgments, losses, damages, fines, penalties, settlements, costs, and expenses , including reasonable attorneys’ fees and court costs — arising out of or relating to any allegation that the Services, Content, Documentation, or IEC Technology, as provided by IEC to Customer under this Agreement and used by Customer in strict accordance with the terms of this Agreement, infringe or misappropriate any United States patent, copyright, trademark, trade secret, or other intellectual property right of a third party (each, a “Third-Party IP Claim Against Customer”).

(B) Conditions of IEC’s Indemnification Obligation. IEC’s indemnification obligations under Section 9.3(A) are conditioned upon Customer: (i) promptly notifying IEC in writing of any Third-Party IP Claim Against Customer upon becoming aware of such claim, provided that failure to provide prompt notice shall not relieve IEC of its indemnification obligations except to the extent IEC is materially prejudiced by such failure; (ii) granting IEC sole control over the defense and settlement of any such Third-Party IP Claim Against Customer, provided that IEC shall not enter into any settlement that imposes any obligation, restriction, admission of fault, or liability upon any Customer Indemnified Party without Customer’s prior written consent, which shall not be unreasonably withheld or delayed; and (iii) providing IEC with all reasonable cooperation, information, and assistance in connection with the defense or settlement of any such claim, at IEC’s expense.

(C) IEC’s Mitigation Rights. If any Third-Party IP Claim Against Customer is brought, or in IEC’s reasonable opinion is likely to be brought, alleging that any Service, Content, Documentation, or IEC Technology infringes a third party’s intellectual property rights, IEC shall have the right, at its sole discretion and expense, to: (i) procure for Customer the right to continue using the affected Service, Content, Documentation, or IEC Technology; (ii) modify the affected Service, Content, Documentation, or IEC Technology so that it becomes non-infringing while retaining substantially equivalent functionality; or (iii) if neither option (i) nor option (ii) is commercially reasonable in IEC’s judgment, terminate Customer’s right to use the infringing component and provide Customer a pro-rata refund of any prepaid fees attributable to the unused portion of the subscription term for the terminated component. The exercise of any of the foregoing mitigation rights shall constitute IEC’s sole obligation and Customer’s sole and exclusive remedy with respect to any Third-Party IP Claim Against Customer.

(D) Exclusions from IEC’s Indemnification Obligation. Notwithstanding anything to the contrary in this Section 9.3, IEC shall have no obligation to defend, indemnify, or hold harmless any Customer Indemnified Party with respect to any Third-Party IP Claim Against Customer to the extent arising out of or relating to: (i) Customer’s modification of the Services, Content, Documentation, or IEC Technology without IEC’s prior written authorization; (ii) Customer’s combination, integration, or use of the Services, Content, Documentation, or IEC Technology with any product, platform, software, data, content, or service not provided or approved by IEC, where the alleged infringement arises from such combination or integration and would not have arisen from the use of the Services, Content, Documentation, or IEC Technology alone; (iii) Customer’s continued use of the Services, Content, Documentation, or IEC Technology after IEC has provided Customer with a non-infringing alternative or after IEC has notified Customer in writing that its continued use may give rise to or does give rise to a Third-Party IP Claim Against Customer; (iv) Customer’s use of the Services, Content, Documentation, or IEC Technology in a manner that is inconsistent with this Agreement, the Documentation, or IEC’s written instructions; (v) Customer Content, Customer Data, or any intellectual property or materials provided by Customer to IEC; or (vi) any open-source software components, third-party licensed content, or third-party platforms incorporated into or interoperating with the Services, where the claim arises specifically from such third-party components.

(E) Mutual Acknowledgment of IP Ownership. Each party represents and warrants to the other that, as of the Effective Date: (i) it owns or has obtained all necessary rights, licenses, and permissions to the intellectual property it provides or makes available to the other party under this Agreement; (ii) to the best of its knowledge, the intellectual property it provides or makes available to the other party under this Agreement does not infringe, misappropriate, or otherwise violate the intellectual property rights of any third party; and (iii) there are no pending or, to its knowledge, threatened claims, actions, or proceedings that would materially impair the other party’s ability to use the intellectual property licensed or provided to it under this Agreement.

(F) Entire Liability. This Section 9.3, together with Section 9.1 and Section 9.2, states each party’s entire liability and the other party’s sole and exclusive remedy with respect to any intellectual property infringement or misappropriation claims arising out of or related to this Agreement or the Services.

ARTICLE 10. LIMITATION OF LIABILITY

10.1 Cap on Direct Damages

NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, IEC’S AGGREGATE MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTHS PRIOR TO THE DATE SUCH CAUSE OF ACTION FIRST AROSE (“FEE EXPOSURE”). FOR THE AVOIDANCE OF DOUBT, THE ANNUAL FEE CAP DESCRIBED IN ARTICLE 7 IS A SUBSET OF THIS GENERAL LIMITATION AND SHALL APPLY CONCURRENTLY.

10.2 Exclusion of Consequential and Related Damages

IEC, INCLUDING ANY OF ITS AFFILIATES OR THIRD-PARTY LICENSORS, SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR REVENUES, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF IEC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

ARTICLE 11. ACCEPTABLE USE POLICY

11.1 Prohibited Conduct

Customer shall not use the Services, and shall ensure that no Authorized Person uses the Services, to:

upload, transmit, or distribute content that is defamatory, discriminatory, harassing, obscene, or that violates any applicable law or the rights of any third party;

attempt to probe, scan, or test the vulnerability of IEC’s systems, networks, or infrastructure;

interfere with or disrupt the integrity or performance of the Services or data contained therein;

attempt to gain unauthorized access to IEC’s systems, networks, or the accounts of other IEC customers;

use any automated means, including bots, scrapers, or crawlers, to access or interact with the Services in a manner inconsistent with these Terms of Use;

use the Services to train, benchmark, evaluate, or develop a competing product or service; or

use the Services for any purpose that is unlawful or prohibited by this Agreement.

IEC reserves the right to immediately suspend access to any Customer or Authorized Person found to be in violation of this Article, with or without prior notice, and without liability to Customer.

ARTICLE 12. PRIVACY AND DATA PROTECTION

12.1 Privacy Policy

IEC’s collection and use of personal data in connection with the Services is governed by IEC’s Privacy Policy, which is incorporated herein by reference and available on IEC’s website. In the event of any conflict between the Privacy Policy and these Terms of Use with respect to the processing of personal data, the Privacy Policy shall control.

12.2 Compliance with Privacy Laws

To the extent that Customer provides IEC with personal data subject to the California Consumer Privacy Act (CCPA), the General Data Protection Regulation (GDPR), or any other applicable privacy or data protection law, the parties agree to negotiate and execute any data processing agreements, addenda, or other instruments reasonably required to ensure compliance with such laws. Each party represents that it shall comply with all applicable privacy and data protection laws in connection with its performance under this Agreement.

12.3 CCPA Acknowledgment

To the extent IEC processes personal information of California residents on behalf of Customer, IEC shall be deemed a “Service Provider” as defined under the CCPA and shall process such personal information only for the purposes specified in this Agreement and in accordance with Customer’s instructions. IEC shall not sell personal information received from Customer or use it for any purpose other than providing the Services.

ARTICLE 13. WAIVER OF CLASS ACTION; JURY TRIAL WAIVER

13.1 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

13.2 Waiver of Class and Representative Actions

EACH PARTY AGREES THAT ANY CLAIMS ARISING UNDER THIS AGREEMENT SHALL BE BROUGHT SOLELY IN SUCH PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO PARTICIPATE IN OR BRING A CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING.

ARTICLE 14. MISCELLANEOUS

14.1 Electronic Acceptance

Customer acknowledges that its electronic acceptance of these Terms of Use, whether by clicking “I Agree,” executing an Order that references these Terms, or by accessing or using the Services — constitutes a valid, binding, and enforceable agreement to these Terms of Use with the same legal effect as a handwritten signature. Customer represents that the individual accepting these Terms on Customer’s behalf has full legal authority to bind Customer to this Agreement.

14.2 Notices

All notices required or permitted by this Agreement shall be in writing and delivered by personal delivery, express courier, or certified or registered mail, and shall be effective upon delivery. Notices will be sent to Customer at the address set forth in the License Agreement, and to IEC at:

Interactive Education Concepts, Inc.

17328 Ventura Blvd, PO Box 202

Encino, CA 91436, USA

Attn: Legal Compliance

14.3 Assignment

Customer shall not assign or transfer any of its rights or delegate any of its duties under these Terms of Use or any License Agreement, whether by operation of law, as a result of a change of control, or otherwise, without IEC’s prior written consent. Any purported assignment in violation of this Section shall be null and void. IEC may freely assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

14.4 Survivability

The following provisions shall survive expiration or termination of this Agreement: Article 4 (Confidentiality), Article 5 (Proprietary Rights), Sections 6.4 and 6.5 (Early Termination Fee; Non-Refundability), Section 6.7 (Effect of Expiration or Termination), Article 7 (Professional Liability Limitation and Advisory Disclaimer), Article 8 (No Warranties), Article 9 (Indemnification), Article 10 (Limitation of Liability), Article 12 (Privacy and Data Protection), Article 13 (Waiver of Class Action; Jury Trial Waiver), and all applicable provisions of Article 14.

14.5 Choice of Law

California law shall govern this Agreement, without regard to its conflict of laws provisions.

14.6 No Third-Party Beneficiaries

Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the parties hereto any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Authorized Persons are granted access to the Services as a practical matter of service delivery and are not intended third-party beneficiaries of this Agreement.

14.7 Force Majeure

Except for Customer’s obligation to pay IEC or to assume obligations for taxes, neither party shall be liable for any failure to perform due to causes beyond its reasonable control, such as acts of God, war, terrorism, civil commotion, pandemic, Internet service interruptions or slowdowns, vandalism, hacker attacks, or governmental demands or requirements.

14.8 Not for Use in High-Risk Activities

Customer acknowledges that the Services are not designed or intended for use in high-risk activities, including without limitation any direct or active operations of any equipment in any nuclear, aviation, mass transit, or medical applications, or in any other inherently dangerous operation.

14.9 Severability

If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, this Agreement shall be construed without such provision and the remaining provisions shall continue in full force and effect.

14.10 Waivers

The failure by a party to exercise or enforce any right hereunder shall not operate as a waiver of such party’s right to exercise or enforce such right or any other right in the future.

14.11 Publicity

IEC may add Customer’s name and logo to IEC’s published list of customers so long as Customer continues to be a subscriber of the Services. Customer also agrees that after signing up for Services, IEC may issue a generic press release announcing that an agreement has been executed by the parties.

14.12 Article and Section Headings

The Article and Section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement.

14.13 Modifications; Entire Agreement; Amendment

No purchase order or other document that purports to modify or supplement this Agreement shall add to or vary the terms of this Agreement. All proposed variations or additions, whether submitted by IEC or Customer, are objected to and deemed immaterial unless otherwise agreed to in a writing signed by both parties. This Agreement constitutes the entire agreement and understanding between the parties concerning Customer’s access to the Services and may not be modified by custom or usage. This Agreement replaces and supersedes all prior oral or written understandings, communications, and representations between the parties with respect to the Services. This Agreement may be amended only by a written document executed by a duly authorized representative of each of the parties.

ARTICLE 15. DEFINITIONS

The following capitalized terms have the meanings set forth below when used in these Terms of Use:

“Active Users” means any User that signs in to access Customer’s Services during the applicable month and/or any user that has been issued login credentials.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with either party. For purposes of this definition, “control” means direct or indirect ownership or control of fifty-one percent (51%) or more of the voting interests of the subject entity.

“Annual Fee Cap” has the meaning set forth in Section 7.2.

“Authorized Persons” means an individual or entity authorized by Customer to use the Services, or to whom Customer (or IEC at Customer’s request) has supplied a user identification and password. Authorized Persons may include Customer’s employees, partners, customers, consultants, and contractors. Authorized Persons expressly exclude competitors of IEC.

“Confidential Information” has the definition provided in Section 4.1.

“Content” means courseware content, including without limitation artwork, images, text, audio, video, messaging, Internet links, software, AI-generated outputs, and other related creative elements and works of authorship.

“Contract Year” has the meaning set forth in Section 6.1.

“Convenience Termination Notice” has the meaning set forth in Section 6.3(A).

“Customer Content” means courses proprietary to Customer or a third party that Customer creates, launches, or administers in the IEC LMS.

“Customer Data” means the electronic data or information submitted by Customer or Authorized Persons to the On-Demand Services.

“Discloser” has the definition provided in Section 4.1(A).

“Documentation” means the published user manuals, whether in print or electronic form, or online help functions for each Service, as updated from time to time.

“Early Termination Fee” has the meaning set forth in Section 6.4.

“Fee Exposure” has the meaning set forth in Section 10.1.

“IEC Content” means Content and Learning Resources created by or for IEC, or otherwise provided by IEC to Customer. Unless excepted, “IEC Content” is included in each reference to Services in this Agreement.

“IEC Technology” means IEC’s proprietary and/or licensed technology, including the Services, software, hardware designs, copyrights, trademarks, patents, trade secrets, software tools, algorithms, user interface designs, architectures, products, documentation, and all related intellectual property worldwide, whether owned by IEC or licensed to IEC, and all enhancements, derivatives, and modifications thereof.

“Law” means any local, state, national, and/or foreign law, treaties, and/or regulations applicable to a respective party.

“Learning Management System” or “LMS” means a cloud-based learning management system through which a learner can register and participate in Content, and a learning manager can administer and view reports on the learner’s activities. “IEC LMS” means the learning management system that IEC provides to Customer under an Order.

“Learning Resources” means (other-than-subscribed-course) items that Customer may download from the course library, or that IEC may otherwise provide, such as ancillary learning material including workbooks, graphics, or course-completion promotional collateral.

“Named Users” means a specific User that has login access to Customer’s Services during the annual term of this Agreement.

“On-Demand Fee” means the fee IEC charges to Customer for the Services as detailed in each Order.

“Order” means any Schedule or order document, along with all exhibits and attachments, issued pursuant to and referencing this Agreement and executed by both Customer and IEC.

“Recipient” has the definition provided in Section 4.1(A).

“Services” or “On-Demand Services” means the On-Demand Services and IEC Content provided by IEC to Customer under an Order.

“Supplier” means any person or entity contracted by IEC that provides services, materials, products, or supplies in connection with the Services. IEC may change Suppliers at its sole discretion and remains responsible for Suppliers’ compliance with this Agreement.

“Term” means the duration of Customer’s subscription to the Services as set forth in the Order, including any automatically renewed Contract Years.

“Termination Notice” means prior written notice (consistent with Section 14.2) by one party to the other of the intent to terminate the Services under any or all Orders.

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