Terms of Service

Noble Six, Inc. Online Training

Subscription Terms

Last Updated: December 3, 2024

These Subscription Terms (“Terms”) govern Customer’s access to and use of the Platform and

Provider Materials (each as defined below) provided by Noble Six, Inc. of 19525 Janacek Ct,

Suite 104, Brookfield, Wisconsin 53045 (“Provider”) in accordance with the order form

submitted by Customer (defined below) and accepted by Provider (each, an “Order Form”).

1. Definitions.

“Anonymized Data” means Customer Data that has been aggregated and/or anonymized to the

extent that it cannot be attributed to Customer or an identifiable individual.

“Customer” means the company or organization identified in the Order Form.

“Customer Content” means any Customer materials, content, branding, or similar items

uploaded to the Platform by or on behalf of Customer or otherwise provided to Provider to

facilitate Provider’s obligations under these Terms, including without limitation the

implementation of the Platform or any other Professional Services to be provided by Provider.

“Customer Data” means all data that is submitted to the Platform by Customer or the Users in

the course of Customer’s use of the Platform.

“Documentation” means the user manuals, documentation related to the Platform that

Provider may make available to Customer.

“Professional Services” has the meaning set forth in Section 2(E) below.

“Provider Materials” means any materials made available by Provider through the Platform as

further described in the Order Form, including without limitation, courses, texts, scripts,

photos, graphs, videos, audios, and interactive modules.

“Platform” means the learning management application as made available by Provider to

access the Provider Materials and track Customer Data regarding use of and access to the

Provider Materials, together with any upgrades, updates, and other changes and modifications

as may be provided by Provider in its sole discretion.

“Services” means, collectively, the provision of the Provider Materials via the Platform and the

Professional Services, if applicable.

“Subscription Term” means the duration during which Customer is licensed to use the

Platform, as specified in the Order Form. If not otherwise specified in the Order Form, the

Subscription Term is one (1) year.

“User(s)” means Customer’s employees designated by Customer to use the Platform, subject to

the usage limits and restrictions specified in the Order Form, including limits on User seats.

2. Platform Access.

A. Order Form. Provider will review any order request upon receipt from Customer.

Provider may refuse to accept such order request in its discretion.

B. Access. Provider will provide Customer with revocable, non-exclusive, non-transferable,

non-sublicensable access to the Platform during the Subscription Term for Users to access anduse the Platform solely for the purpose of accessing the Provider Materials as set forth in the

Order Form. Provider will further provide Customer with access to any Documentation as

generally made available by Provider to any other customer. Use of the Platform and

Documentation is subject to the metrics and limitations as set forth in the Order Form,

including the number of Users. Provider will use commercially reasonable efforts to make the

Platform and Provider Materials available during regular business hours, subject to

maintenance and emergency downtime.

C. Updates. Provider may update or upgrade the Platform from time to time and modify

features or functions of the Platform or Provider Materials. Provider will use commercially

reasonable efforts to provide Customer with notice of such updates, upgrades, or other

modifications if Provider reasonably anticipates the same may materially impact use of the

Platform. Customer’s agreement under these Terms is neither contingent on the delivery of

any future functionality or features nor dependent on any oral or written public comments

made by Provider.

D. User Accounts. Customer will provide Provider with Customer Data regarding each of

Customer’s Users as reasonably required by Provider to establish usage credentials for each

User. Each User will be required to provide a username, password, and other information to

register a user account (“User Account”) to access the Platform. All User Accounts will be

dependent upon Customer’s account with Provider. Between Customer and Provider,

Customer is solely responsible for maintaining the confidentiality and security of the User

Accounts’ login credentials. Customer must immediately notify Provider if Customer or any

User becomes aware of any unauthorized use of a User Account. Notwithstanding the

foregoing, Customer is solely responsible for any activity that occurs under a User Account,

whether or not such activity is authorized. A User Account (including the login credentials

thereto) may only be accessed and used by the designated User and must not be shared with

any other individual or entity. In the event any User is no longer under the employ of

Customer, Customer may request reassignment of such User Account to a new User and

provide Provider with the requisite Customer Data to facilitate the same. Additional User

Accounts may be purchased during the Subscription Term at Provider’s then-current rates, pro

rated to be concurrent with the existing Subscription Term. The number of User Accounts

purchased may not be reduced during any Subscription Term.

E. Professional Services. Provider will perform all implementation, configuration, setup,

training, and other professional services as may be described in the Order Form (together,

“Professional Services”).

F. Subcontractors. Provider may engage third-party contractors to facilitate Provider’s

performance of its obligations hereunder, provided that Provider will remain responsible for

the performance of such obligations in accordance with these Terms.3. License Restrictions.

A. Customer will not, and will not permit or direct any User or third party to: (a) copy,

reproduce, sell, resell, lease, license, rent, reconfigure, reverse-engineer, disassemble,

decompile, translate, adapt, discover the source code of, prepare any derivative works of,

update, combine with other computer code, or otherwise modify the Platform or Provider

Materials or any part thereof; (b) obscure, remove, or alter any proprietary markings,

designations, or notices in or on the Platform or Provider Materials; (c) develop, assist in

developing, or have developed on Customer’s own or any other person’s behalf derivative

works or any other software or services that compete with or are substantially similar to the

Platform or Provider Materials; (d) use the Platform or Provider Materials for unlawful

purposes; (e) transmit any material that contains any viruses, Trojan horses, worms, time

bombs, cancelbots, malware, adware, or other harmful computer code or programming

routines to or through the Platform; (f) use the Platform for timeshare or service bureau

purposes or otherwise make the Platform or any Provider Materials, in whole or in part,

available to any third party other than Users with a registered User Account; (g) interfere with

or disrupt the integrity or performance of the Platform or Provider Materials; or (h) attempt to

gain unauthorized access to, or otherwise circumvent any security controls or measures for, the

Platform or Provider Materials.

B. Customer is restricted from and shall not upload any “Prohibited Data” to the Platform,

which means any: (1) special categories of data enumerated in European Union Regulation

2016/679, Article 9(1) or any successor legislation; (2) patient, medical, or other protected

health information regulated by the Health Insurance Portability and Accountability Act (as

amended and supplemented) (“HIPAA”); (3) credit, debit, or other payment card data or

financial account information, including bank account numbers; (4) social security numbers,

driver’s license numbers, or other government identification numbers; (5) other information

subject to regulation or protection under specific laws such as the Children’s Online Privacy

Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations); or (6) any data

similar to the above protected under foreign or domestic laws. Customer also must not use

the Platform or related features in connection with any activities where its use or failure could

lead to death, personal injury, or environmental damage, such as in life support systems,

emergency services, nuclear facilities, autonomous vehicles, or air traffic control (collectively,

“High-Risk Activities”). Customer acknowledges that the Platform and related features are not

intended to meet any legal obligations for these uses, including HIPAA requirements, and that

Provider is not a Business Associate as defined under HIPAA. Therefore, notwithstanding

anything contrary contained in this Agreement, Provider has no liability for Prohibited Data

processed, or High Risk Activities-related use, in connection with the Platform.

4. Customer Obligations.

A. Customer agrees to provide Provider with (a) Customer Data and Customer Content

reasonably required by Provider to provide access to the Platform and Provider Materials and

the Platform in accordance with Documentation, (b) reasonable assistance and cooperation in

the performance of the Professional Services, and (c) all permissions, authorizations, and

approvals as reasonably requested by Provider to provide the Platform. Customeracknowledges that Provider will not be responsible for any failure or delay to provide the

Platform to the extent resulting from Customer’s failure or delay to perform its obligations

herein.

B. Customer has and will retain sole responsibility for: (a) the content and legality of all

Customer Data and Customer Content; (b) the security and use of all User Accounts; (c)

maintaining the records of User activities, including Users’ training data and training records;

and (d) all access to and use of the Platform and Provider Materials directly or indirectly by or

through the User Accounts, with or without Customer’s knowledge or consent.

C. It is solely Customer’s obligation to be familiar with and abide by all applicable local,

national and international laws and regulations (including but not limited to policies and laws

related to the privacy of personal information of Users) in relation to the use of the Platform

and the Provider Materials. PROVIDER PROVIDES NO GUARANTEE OR ASSURANCE THAT USE OF OR ACCESS TO

THE PLATFORM OR PROVIDER MATERIALS IS SUFFICIENT FOR CUSTOMER TO MEET ANY LEGAL OBLIGATIONS.

COMPLIANCE WITH ANY LEGAL OBLIGATIONS AND THE DETERMINATION OF THOSE LEGAL OBLIGATIONS IS SOLELY THE

RESPONSIBILITY OF CUSTOMER. Provider does not and will not interpret any laws, rules, or

regulations for Customer, and Customer is ultimately responsible for making informed decisions

regarding the use of the Platform and Provider Materials, data collection and retention of all

Customer Data for of Users (and the legalities of such collection, use, disclosure, and retention),

and whether or not the Platform and Provider Materials meet Customer’s needs.

D. The Platform is not designed to be Customer’s system of record for Customer Data as it

relates to User’s training or Customer’s legal obligations. Customer is solely responsible for

extracting any Customer Data from the Platform and retention of all such Customer Data

sufficient to meet Customer’s legal obligations. Provider will endeavor to do regular back-ups

of Customer Data during the Subscription Term, not to exceed one (1) year of Customer Data,

after which time any and all Customer Data from the prior year may be purged from the

Platform. PROVIDER HAS NO OBLIGATION TO MAINTAIN ANY CUSTOMER DATA BEYOND ONE YEAR FROM WHEN IT

WAS PROVIDED BY OR COLLECTED FROM CUSTOMER OR ANY USER.

5. Customer Data. Customer is the owner of all right, title, and interest in and to Customer Data

and Customer Content. Customer may download Customer Data during the Subscription Term

at no additional cost. Any Customer Data that consists of Personal Data for Customer’s Users is

subject to the Provider Data Protection Addendum located online at www.saferwithscout.com.

Customer hereby grants Provider the right (a) to access, collect, copy, reproduce, display,

modify, prepare derivative works of, distribute, transfer, and otherwise use and process

Customer Data and Customer Content to perform its obligations under these Terms, and (b)

aggregate and anonymize Customer Data to generate Anonymized Data. Customer agrees that

Provider will own all right, title, and interest in and to such Anonymized Data and as such

Customer understands and agrees that Provider may use such Anonymized Data for any

purpose, including marketing, research and development, development of new products and

services, and to make improvements to Platform or Provider Materials. Provider reserves the

right to remove any Customer Data or Customer Content that it believes is in violation of theseTerms or that creates any legal or security risk or threat to Provider, its systems or networks, or

any third party.

6. Data Security. Provider will maintain commercially reasonable administrative, technical, and

physical safeguards designed to protect the security of the Platform and prevent unauthorized

or unlawful access, use, or deletion of Customer Data within Provider’s possession, custody,

and control. However, use of the Platform by Customer requires use of the internet and third-

party telecommunications and other network infrastructures, which are outside the custody,

control, and responsibility of Provider. Customer understands the risk of using any service that

requires use of the internet and such third-party infrastructures and accepts and assumes such

risk.

7. Support Services. Provider will, at no additional cost to Customer, use commercially

reasonable efforts to provide remote technical support for the Platform as specified in the

Order Form (“Support Services”). Customer will cooperate with Provider in Provider’s

performance of the Support Services, including by providing Provider with data, equipment,

information, personnel access, and other assistance and materials as Provider may reasonably

request.

8. Fees; Expenses.

A. Fees. All applicable fees will be Provider’s standard fees for the applicable Provider

Material and Users (“Fees”). Recurring annual subscription Fees are invoiced in advance and

one-time Fees are invoiced on the date of the Order Form. Customer will pay all Fees invoiced

by Provider within 30 days of the invoice date without setoff or deduction. Fees are exclusive of

any applicable sales taxes and similar charges. Any amounts not paid when due will bear late

charges equal to 1.5% per month or the maximum rate permitted by applicable law, whichever

is less. All Fees are nonrefundable unless otherwise agreed in writing by Provider.

B. Expenses. Customer will reimburse Provider for all out-of-pocket expenses reasonably

incurred by Provider in connection with the performance of the Professional Services. Provider

will provide documentation of those expenses to Customer upon Customer’s request.

C. Taxes. Customer is responsible for all sales, use, or excise taxes and similar charges

imposed by a governmental taxing authority, excluding taxes on Provider’s net income.

9. Term; Termination.

A. Term. These Terms are effective as of the date Customer enters into an Order Form with

Provider and will remain in full force and effect until all Order Forms have been terminated or

expired in accordance with these Terms.

B. Term of Order Form. An Order Form commences on the date thereof and continues for

the Subscription Term or until terminated earlier in accordance with these Terms. The

Subscription Term will automatically renew for successive one-year periods at Provider’s then-current rates unless either party provides the other party with at least 90 days’ prior written

notice of non-renewal.

C. Termination for Cause. Either party may terminate the Order Form for the other party’s

material breach of these Terms, if the terminating party provides the breaching party with at

least 30 days’ prior written notice and the breaching party fails to cure the breach during such

30-day period.

D. Termination for Other Circumstances. Customer understands and agrees that Provider’s

ability to provide the Platform and Provider Materials is reliant on one or more third party

contractors and subcontractors. In the event of termination of one or more of those third party

contractors and subcontractors, Provider may terminate these Terms upon notice to Customer.

E. Obligations Upon Termination. Upon any non-renewal or other termination of the Order

Form, Customer will (and will ensure all Users) immediately cease all access to and use of the

Platform and Provider Materials, and Customer will pay Provider all outstanding Fees and other

expenses due under the applicable Order Form. All sections which by their nature should

survive the termination or expiration of these Terms will survive any termination or expiration

of these Terms.

10. Intellectual Property Rights; Feedback.

A. Rights in the Platform and Provider Materials. Provider and its suppliers and licensors, as

applicable, are the exclusive owners of all right, title, and interest in and to the Platform, the

Documentation, the Provider Materials, and all ideas, concepts, know-how, methodologies, and

techniques related to the same, including all patent, copyright, trademark, trade secret, and

other intellectual property rights, whether developed by or on behalf of Provider prior to or

during the Subscription Term. Provider will be free to use any general knowledge, experience,

skills, ideas, concepts, techniques, and know-how that are retained by Provider’s personnel in

connection with these Terms. Except as expressly stated in these Terms, no licenses or other

rights, express or implied, are granted by Provider to Customer under any patent, copyright,

trademark, trade secret, or other intellectual property right of Provider.

B. Feedback. Provider is the exclusive owner of and Customer hereby irrevocably assigns to

Provider all right, title, and interest (including all intellectual property rights) in and to all

feedback pertaining to the Platform or the Provider Materials as may be provided by Customer

or the Users, including suggestions, enhancements, recommendations, and other comments

(collectively, “Feedback”). Customer agrees that Feedback may be used by Provider for any

purpose, without attribution or compensation to Customer or any User, but that under no

circumstances is Provider required to use any Feedback.

11. Use of Marks. Neither party may, without the other party’s prior written consent, use the

names, logos, or trademarks of the other party, except that Provider may identify Customer as

customer in its marketing materials and on its customer lists.12. Warranties; Disclaimer.

A. Mutual Warranties. Each party warrants that it has the authority to enter into these

Terms and to perform its obligations under these Terms and that it is under no contractual

obligation that will interfere with its ability to satisfy its obligations under these Terms.

B. Customer Warranties. Customer warrants that: (i) Customer has the right to provide

Customer Data and Customer Content to Provider to process and use the same as permitted

by these Terms; (ii) Customer Data and Customer Content does not include any Prohibited

Data; and (iii) that it and its Users will use the Service only in compliance with the

Documentation, these Terms and any applicable Order Form(s).

C. Provider Warranties. Provider warrants that (i) the Platform will perform substantially in

accordance with the applicable Documentation; and (ii) Provider will perform the Professional

Services in a workmanlike and reasonably diligent manner, consistent with professional

standards of performance generally accepted within the industry. For any breach of the

warranties herein, Provider’s sole and exclusive liability and Customer’s sole and exclusive

remedy will be for Provider to use commercially reasonable efforts to repair the Platform

and/or re-perform the non-conforming Professional Services at no additional cost to Customer.

D. Disclaimer of Warranties. PROVIDER DOES NOT WARRANT OR REPRESENT THAT ANY USE OF THE

PLATFORM OR PROVIDER MATERIALS WILL ENSURE CUSTOMER’S COMPLIANCE WITH LAWS. EXCEPT THE EXPRESS

WARRANTIES PROVIDED IN SECTION 12(C), THE PLATFORM AND THE PROVIDER MATERIALS ARE PROVIDED ON AN

“AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY

APPLICABLE LAW, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE, WITH

REGARDS TO THE PLATFORM AND THE PROVIDER MATERIALS, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND ANY WARRANTIES

ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE. PROVIDER DOES NOT WARRANT THAT THE PLATFORM OR

THE PROVIDER MATERIALS WILL BE FREE OF ERROR, VIRUSES, OR OTHER HARMFUL COMPONENTS, OR THAT ANY

DEFECTS WILL BE CORRECTED. PROVIDER DOES NOT GUARANTEE THE QUALITY, ACCURACY, OR AVAILABILITY OF THE

PLATFORM OR THE PROVIDER MATERIALS. THE ADVICE AND TECHNIQUES PROVIDED IN THE PROVIDER MATERIALS

MAY NOT BE SUITABLE FOR EVERY SITUATION, PERSON, ORGANIZATION, OR BUSINESS. CUSTOMER EXPRESSLY

ACKNOWLEDGES AND AGREES THAT PROVIDER IS NOT ENGAGED IN RENDERING LEGAL ADVICE OR LEGAL SERVICES.

13. Indemnification.

A. By Provider. Provider will indemnify, defend, and hold harmless Customer, its affiliates,

and their respective directors, officers, employees, and Users from and against all claims,

complaints, actions, lawsuits, demands, proceedings, losses, liabilities, damages, judgments,

settlements, fees, fines, penalties, costs, and expenses (including reasonable attorneys’ fees)

arising out of or in connection with any claim brought by a third party that the Provider

Material as made available by Provider via the Platform infringes the United States intellectual

property rights of such third party (an “Infringement Claim”). In the event of an Infringement

Claim, in addition to its indemnification obligation, Provider will either: (x) modify the infringing

item to make it non-infringing without materially affecting the functionality thereof; or (y)

procure for Customer the right to continue using the infringing item in accordance with theTerms. If Provider, in its sole discretion, determines that neither (x) nor (y) is commercially

feasible, Provider will terminate the affected Order Form and refund Customer a pro rata

portion of any prepaid Fees. This Section sets forth Provider’s sole and exclusive liability with

respect to any Infringement Claim. Notwithstanding anything to the contrary herein, Provider

will have no liability for any Infringement Claim to the extent it is based upon: (i) use of the

Platform or Provider Materials in a manner other than for which it was intended, or as

permitted in these Terms; (ii) modifications or changes made to the Platform or Provider

Materials which were not authorized by Provider in writing; (iii) operation of the Platform or

use of the Provider Materials in combination with other products not supplied by Provider; or

(iv) Provider’s compliance with Customer’s designated designs, material usage or specifications.

B. By Customer. Customer will indemnify, defend, and hold harmless Provider, its affiliates,

and their respective directors, officers, employees, contractors, representatives, consultants,

agents, suppliers, and licensors from and against all claims, complaints, actions, lawsuits,

demands, proceedings, losses, liabilities, damages, judgments, settlements, fees, fines,

penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or in

connection with: (a) misuse of the Platform or any Provider Materials by Customer or any User

or any other breach of these Terms, (b) any violation of laws or use of the Platform or Provider

Materials to further any unlawful scheme; or (c) any third-party claim that Provider’s use or

processing of Customer Data or Customer Content as permitted under these Terms violates the

intellectual property rights or privacy rights of a third party or otherwise is in violation of

applicable laws.

14. Limitation of Liability.

A. To the maximum extent permitted by applicable law, in no event will Provider be liable

to Customer or any third party for any loss of profits, loss of goodwill or business opportunities,

costs of procurement of substitute goods or services, loss of data, or any indirect, special,

incidental, exemplary, punitive, or consequential loss or damage arising out of or in connection

with the Services, whether the claim is based in contract, tort (including negligence), strict

liability, warranty, or otherwise, and even if Provider has express knowledge of the possibility of

the loss or damage. Without limiting the foregoing, in no event will Provider’s liability to

Customer or any third party exceed the amount of Fees paid by Customer under the applicable

Order Form during the six-month period immediately preceding the event that gave rise to the

liability, even if this remedy fails of its essential purpose.

B. Customer acknowledges and agrees that the Provider Materials may include, and the

Users may be exposed to: (a) graphic training videos displaying real life surveillance footage

showing the death of and/or serious injury of persons; (b) loud noises, including simulated

gunshots and/or bombs, yelling/screaming, sirens, and alarms; and (c) physical and mental

stress. Customer, on behalf of itself and all Users, agrees to assume full responsibility for

personal injury or emotional distress to any Users relating to the use of the Platform and/or

Provider Materials, and further release and discharge Provider from any claim, injury, loss, or

damage arising out of Customer’s or any User’s use of the Provider Materials.15. Force Majeure. Except for Customer’s payment obligations, neither party will be liable for

failure or delay in performing any obligation under these Terms due to circumstances beyond

its reasonable control that prevent it from performing its obligations, including without

limitation acts of God or nature, actions of the government, fires, floods, strikes, civil

disturbances, or terrorism, and power, communications, satellite, or network failures.

16. Audit; Suspension. Upon reasonable prior written notice and in a manner that does not

unreasonably disrupt Customer’s day-to-day operations, Provider and its designated

representatives may audit, examine, and make copies of data and other information in

Customer possession or control that relate to or concern Customer’s compliance with these

Terms. Additionally, Provider may remotely monitor Customer’s use of the Platform for

purposes of evaluating Customer’s compliance with these Terms. Provider may immediately

suspend Customer’s access to the Platform and the Provider Materials if Provider reasonably

suspects a material breach of these Terms has occurred or if any Fees remain unpaid for more

than 30 days following any due date. Provider will use commercially reasonable efforts to notify

Customer prior to any suspension.

17. Injunctive Relief. A party’s breach of Sections 3, 10, or 11 may cause irreparable harm to

the other party and monetary damages would be insufficient to remedy that harm. Accordingly,

in the event of actual or threatened breach of any of those sections, the non-breaching party

will be entitled to seek injunctive relief, without the need to post bond or prove damages, in

addition to any other remedies available at law or at equity.

18. Relationship of the Parties. Provider is an independent contractor. These Terms do not

create any employment, agency, partnership, or joint venture relationship between the parties.

Neither party has any authority to contract for or bind the other in any manner or make any

representation or commitment on behalf of the other.

19. Notice. All notices, consents, and other communications permitted or required to be given

under these Terms must be in writing and addressed to the recipient’s address set forth in this

section or such other address as the recipient provides in accordance with this Section and will

be deemed validly given upon delivery if personally delivered with fees prepaid, including by a

recognized courier service; upon receipt if delivered by certified or registered United States

mail, postage prepaid and return receipt requested, as indicated by the date on the signed

receipt; or on the date the email is sent if via email. Where Provider is the recipient,

communications must be sent to info@noblesix.us. Where Customer is the recipient, Customer

agree that communications may also be sent to Customer’s email address on file with Provider.

20. Governing Law. These Terms are governed by the laws of the State of Wisconsin without

regard for its conflict of law principles. The Uniform Computer Information Transactions Act or

any version thereof adopted by any state in any form does not apply to these Terms. The

United Nations Convention for the International Sale of Goods does not apply. Venue is

exclusively in the state or federal courts, as applicable, located in Waukesha County, Wisconsin

with respect to any dispute arising under these Terms.21. Insurance. Throughout the Subscription Term, each party will maintain, at its own cost and

expense, insurance coverages with terms, conditions and limits that are reasonable and

prudent in the context of its business in general and these Terms in particular. Insurance

coverages will include: (i) workers compensation as required by law, and (ii) commercial general

liability with minimum limits of $1,000,000 per occurrence and $2,000,000 in aggregate. Upon

request, each party will provide verification of its insurance coverage by providing an updated

certificate of insurance.

22. General.

A. These Terms, including the Order Form, the Privacy Policy, and any items that may be

incorporated by reference therein as well as any additional terms, policies, and disclaimers that

may be posted within the Platform, are the entire agreement between the parties with respect

to the subject matter of these Terms and supersede all previous agreements and

understandings, whether oral or written, between the parties with respect to the subject

matter of these Terms.

B. Any amendment to these Terms must be in writing and signed by an authorized

representative of each party. If Customer submit order forms, purchase orders, or other

documents, no preprinted or other terms contained in those documents will amend or

supersede any provision of these Terms and Provider expressly rejects such terms in their

entirety.

C. A party’s failure to enforce any provision in these Terms will not constitute a waiver of

that provision or any other provision. The waiver by either party of any provision of these

Terms will not be deemed a future waiver of the same provision or a waiver of any other

provision.

D. If any provision of these Terms is held to be unenforceable in any jurisdiction, that

provision will be ineffective as to that jurisdiction to the extent of the invalidity or

unenforceability and without invalidating any other provision of these Terms.

E. Customer will not assign its rights or delegate its obligations under these Terms without

Provider’s prior written consent. Upon written notice to Customer, Provider may freely assign

its rights and/or delegate its obligations under these Terms (i) to an affiliate of Provider at any

time or (ii) in the event of change in control, including merger, consolidation, or sales of all or

substantially all of Provider’s assets. These Terms will inure to the benefit of and be binding

upon the parties’ respective successors and permitted assigns.

F. The headings in these Terms are for convenience only and will not be construed to

affect the construction or interpretation of any provisions of these Terms.

DATA PROCESSING ADDENDUM

This Data Processing Addendum (“DPA” or “Addendum”) is made between the company identified on an Order Form for Services (“Customer”) and Noble Six, Inc. (“Provider”) regarding the provision of Services by Provider to Customer. This Addendum reflects the agreement between the parties with regard to the processing and use of Personal Data for which Provider is the processor, in accordance with the Applicable Data Privacy Laws.

The parties have entered into those certain Subscription Terms (the “Agreement”) pursuant to which Provider is providing Customer access to certain Provider Materials and related services as described in such Agreement and applicable Order Form (“Services”), and Provider may have access to certain Personal Data in order to perform the Services. Therefore, the parties desire to enter into this DPA to address Provider’s use and processing of such Personal Data to supplement the Provider’s obligations under the Agreement.

1. Definitions. Capitalized terms have the meanings set forth below, and elsewhere in this Addendum. All capitalized terms not defined herein have the meaning set out in the Agreement. “Applicable Data Privacy Laws” means those applicable federal, state and local laws, rules and regulations related to the security and privacy of Personal Data, including but not limited to: (a) the data security breach notification laws and data security laws of the various states of the United States and other privacy, security, labor, and consumer protection laws, as they may be adopted, implemented, or amended from time to time; and (b) the California Consumer Privacy Act of 2018 and its implementing regulations as modified by the California Privacy Rights Act of 2020 (“CCPA”). “Incident” means (a) a data security breach as defined by Applicable Data Privacy Laws; or (b) an unauthorized access, use, loss, theft, exfiltration, damage or acquisition of Personal Data as a result of Provider’s breach of this DPA.

“Personal Data” means any Customer Data that identifies, describes, is capable of being associated with, or could reasonably be linked, with a particular User. “Personnel” means employees, affiliates, contractors, subprocessors, and/or agents that Provider uses or engages to perform the Services.

“Process” or “Processing” means the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, destruction, or any other use of Personal Data.

2. Ownership and Use of Personal Data.

2.1. Ownership of Personal Data. Customer represents and warrants it has all necessary authority (including any legally required consent from individuals) to transfer such information to Provider to and to authorize Provider to Process such information as permitted under this DPA and the Agreement, and as otherwise required by Applicable Data Privacy Laws. All Personal Data is and remains the sole and exclusive property of Customer, as between the parties. Provider may not, in any event, retain any Personal Data for any purpose except as otherwise required by appliable laws.

2.2. Use of Personal Data. Provider will only Process Personal Data on the written instructions of Customer as set forth in this DPA, unless otherwise permitted by Applicable Data Privacy Laws. The Parties agree that Provider’s Processing of Personal Data as required for provision of Services in accordance with the Agreement constitutes compliance with the written instructions of Customer as required by this Section. Written instructions may also include additional written instructions provided by or on behalf of Customer to Service Provider from time-to-time, including in emails and order forms, if and to the extent such instructions are required by Applicable Data Privacy Laws.

2.3. Restrictions of Personal Data. Provider and its Personnel will not Process Personal Data for any purpose other than for the specific purposes necessary of performing the Services for the duration of the Agreement unless required by law. Provider will not (and will take commercially reasonable efforts to ensure its Personnel do not) sell, share, rent, disclose, release, transfer, make available, or otherwise communicate Personal Data to any third party for any commercial purpose other than the business purpose set forth in the Agreement for monetary or other consideration of any kind. Provider will not combine Personal Data with any other data that Provider has or retains for the benefit of Provider or any other third party. “Sell”, “share”, “sale”, “business purpose”, and “commercial purpose” have the definitions set forth in Applicable Data Privacy Laws. In the event Customer becomes aware of an unauthorized use of Personal Data, it may take reasonable and appropriate steps to remediate such unauthorized use upon reasonable advance written notice to Provider. In the event such remediation prevents performance of the Services by Provider, Provider will not have any liability for such nonperformance under the Agreement.

2.4. Deidentified and Aggregated Data. Provider and its Personnel may create deidentified and/or aggregated data derived from Personal Data, provided that such deidentified and anonymized data does not identifyCustomer or any individual and cannot reasonably be used to infer information about, or otherwise be linked to, Customer or any individual. Upon the creation of such deidentified and/or aggregated data, such data shall no longer be Personal Data and will be owned by Provider.

2.5. Transfer of Personal Data. In the event that Provider engages any third party Personnel (i.e. subcontractors) to assist in the Processing of Personal Data for the purpose of providing the Services, Service Provider will provide Customer notice of the engagement. In the event Service Provider changessubcontractors or needs to use any additional subcontractors, Provider will provide notice to Customer. If Customer objects to such Personnel, it will notify Provider and the parties will work in good faith to resolve Customer’s concerns. Service Provider will enter into a written agreement with any subcontractors it engages for the Processing of Personal Data that imposes on the subcontractors a materially equivalent level of protection for Personal Data and confidentiality as is imposed under this DPA on Service Provider.

3. Applicable Data Privacy Laws.

3.1. Compliance with Applicable Data Privacy Laws. Provider understands its obligations under Applicable Data Privacy Laws and agrees to comply with all Applicable Data Privacy Laws in performing the Services under the Agreement, including providing same level of protection to the Personal Data as required by Applicable Data Privacy Laws. Provider will notify Customer if it believes it can no longer meet its obligations under Applicable Data Privacy Laws.

3.2. Data Subject Requests. Taking into account the nature of the Processing and Services provided by Provider, and the Personal Data available to Provider, Provider will assist Customer, as reasonably requested by Customer in writing, with addressing requests from any individual to exercise data subject rights under Applicable Data Privacy Laws. Such assistance will be at Customer’s expense unless prohibited by Applicable Data Privacy Laws. Service Provider will only be required to assist with Data Subject requests when (a) Customer cannot resolve a data subject request without the help of Provider, and (b) such data subject has a right under Applicable Data Privacy Laws to exercise the requested rights. If any requests to exercise rights from data subjects are received directly by Provider, Provider will direct such individual to Customer.

3.3. Information. Given the nature of the processing of Personal Data and the Services performed in the Agreement, Provider will, as requested by Customer, promptly provide all information, perform all acts and otherwise cooperate with Customer as reasonably requested by Customer to assist Customer in complying with Customer’s obligations under Applicable Data Privacy Laws, which may be at an additional cost to the extent permitted by Applicable Data Privacy Laws.

4. Data Security.

4.1. Security Program. Provider warrants it maintains commercially reasonable technical, organizational and physical measures, safeguards and policies, which are reasonably designed to help maintain the confidentiality, integrity, availability and security of Personal Data, taking into account the nature of the Processing and Personal Data available to the Provider.

4.2. Audit. Provider will promptly respond to all of Customer’s written requests for information about its data security and privacy practices, which may be at an additional cost to Customer depending on the level of effort required. In the event such responses indicate a material breach or noncompliance by Provider, Provider and its third-party Personnel will permit Customer to perform a data security audit as Customer may reasonably request, no more than once per calendar year, to verify that Provider is complying with the requirements under this Addendum and Applicable Data Privacy Laws, provided Provider reserves the right to arrange instead for a qualified and independent assessor to conduct an assessment of Provider’s safeguards and policies for compliance with this DPA and Appliable Data Privacy Laws using an appropriate and accepted control standard or framework and assessment procedure. In any event, to the extent permitted by Applicable Data Privacy Laws, any such audit will be at Customer’s cost and may not unreasonably interfere with Provider’s operations. No audit may include the confidential information of Provider or any of Provider’s other customers. In the event any such audit reveals a noncompliance with Applicable Data Privacy Laws that generates liability for Customer under Applicable Data Privacy Laws, Customer may take reasonable and appropriate steps to ensure compliance upon reasonable advance written notice to Provider.

5. Data Security Incidents. In the event that Provider or any of its Personnel become aware of or suspect an Incident, Provider agrees to notify Customer and will reasonably assist Customer in complying with its requirements as requested in writing by Customer, taking into account the nature of the Processing and the Personal Data available to Provider.

6. Termination. At the termination or expiration of the Agreement, howsoever caused, Provider will delete or return all Personal Data in its possession or control, except as otherwise permitted by Applicable Data

Privacy Laws to retain. Provider will not be liable to Customer for any deletion of Personal Data in accordance with this Section.

The terms of this DPA are expressly incorporated into the Agreement and made a part thereof as of the effective date of the Agreement.

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