Master Service Agreement

"Administrator" – An employee of Customer with administrative responsibility for the operation and access to Arc Services.

"Affiliate" – An entity that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. "Control" means ownership of greater than fifty percent (50%) of the voting power or ownership interest.

"Authorized Users" – Collectively, learners and administrators of Customer who are authorized to access Arc Services. The number of Authorized Users shall not exceed the number specified in the applicable Order Form or SOW.

"Customer Data" – Any permitted documents, files, information, or data provided by Customer and processed through Arc Services, excluding Prohibited Information.

"Documentation" – Arc's standard user guidelines, technical specifications, online help documents, and training materials describing Arc Services, as updated from time to time by Arc.

"Force Majeure Event" – Any event beyond reasonable control of a party, including acts of God, war, terrorism, civil disturbance, government action, third-party infrastructure failures, strikes, or cyber attacks not caused by the party.

"Learner" – An individual employee, contractor, or other person whose learning activity, performance data, or engagement is tracked, analyzed, or reported through Arc Services.

"Order Form" – A subscription order, statement of work, or other ordering document executed by the parties for Arc Services and related Professional Services. All Order Forms are incorporated by reference.

"Professional Services" – Implementation, training, consulting, or migration services performed by Arc in connection with Arc Services.

"Prohibited Information" – Credit/debit card numbers, passwords, protected health information (HIPAA), financial institution data (GLBA), or personally identifiable information (PII) that Arc is not designed to secure.

"SOW or Statement of Work" – An ordering document for Professional Services. All SOWs are incorporated by reference.

"Subscription Services" – The Arc platform and services made available to Customer on a SaaS (Software-as-a-Service) basis.

1.1 Provision of Services

Arc will provide Customer with access to Arc Subscription Services as specified in an Order Form or SOW. Each Order Form and SOW, when executed by authorized representatives, constitutes a separate agreement and is subject to all terms of this Agreement unless specifically modified in the Order Form or SOW.

For Order Forms or SOWs executed by an Arc Affiliate, "Arc" means the Affiliate executing the document. For Order Forms or SOWs executed by a Customer Affiliate, "Customer" means the Affiliate executing the document.

1.2 Limitations on Use

Customer shall use Arc Services for its internal business purposes only and to process information about or for the use of its own employees, contractors, and Affiliates. Customer shall not:

• Permit unauthorized use of Arc Services
• Infringe or violate third-party intellectual property or privacy rights
• Submit defamatory, obscene, threatening, abusive, or hateful content
• Use Arc Services to process third-party data except for Affiliates or where Customer is a service provider to such third parties
• Resell, timeshare, rent, or provide Arc Services to third parties as an outsourced service
• Allow direct competitors of Arc to access Arc Services

1.3 Support Services

Arc provides standard customer support at no additional cost in accordance with Section 2 below.

1.4 Ownership

Arc retains all right, title, and interest in Arc Services, Software, documentation, and work product from Professional Services. Customer may use Arc Services only as authorized in this Agreement.

2.1 Support Hours & Incident Logging

Support Hours: 8:00 AM – 5:00 PM Central Time, Monday – Friday (excluding US holidays).

Customer may log support incidents via support@arcslearning.com or through Arc's support portal. Incidents logged outside support hours will be acknowledged on the next business day.

2.2 Incident Severity Levels

All support incidents are assigned a severity level by Arc at time of logging:

Progress Updates: P1 incidents receive updates every 4 business hours; P2 incidents every 8 business hours.

2.3 Escalation Procedures

• Severity Assignment: Arc's support team assigns severity at incident intake
• P1 Escalation: Escalated to engineering lead within 15 minutes of logging
• P2 Escalation: Escalated to engineering lead within 30 minutes of logging
• Customer Contact: Arc will communicate with the primary technical contact listed in the SOW

2.4 Service Level Agreement (Uptime & Availability)

2.4.1 Uptime Target

Arc targets 99% availability for Arc Services on a monthly basis, calculated as:

Cloud Service Availability (%) = [(Planned Hours − Scheduled Maintenance − Downtime) / (Planned Hours − Scheduled Maintenance)] × 100

• Planned Hours = Total hours in the calendar month
• Scheduled Maintenance = Announced maintenance windows (48 hours notice), typically outside Business Hours
• Actual Downtime = Hours Arc platform cannot process requests

2.4.2 Uptime Exclusions

Arc is not responsible for unavailability caused by:

• Customer Data or Customer's violation of this Agreement
• Customer's third-party systems (LMS, HRIS, BI tools, etc.)
• Network connectivity issues not controlled by Arc
• Force Majeure events
• Customer's failure to maintain security practices (e.g., compromised API keys)

2.4.3 Monthly Uptime Reporting

Arc will provide monthly uptime reports within 5 business days following each calendar month, including:

• Actual uptime percentage
• Scheduled maintenance duration
• Summary of any downtime incidents
• Service credit amount (if applicable)

2.5 Service Credits

2.5.1 Eligibility & Schedule

If Cloud Service Availability falls below 99% in any calendar month, Customer is eligible for a Service Credit applied against future invoices:

Example: Customer pays $10,000/month. If availability is 96%, customer receives 10% credit = $1,000 (capped).

2.5.2 Claim Process

• Eligibility Window: Customer must submit claim within 60 days following end of the month
• Claim Submission: Written request to Arc support with subject line "SLA Credit Request," dates of downtime, and supporting documentation
• Arc Review: Arc investigates within 15 business days
• Credit Issuance: If eligible, credit applied to next invoice. Credits are non-transferable, non-refundable, and apply only if amount exceeds $1 USD
• Sole Remedy: Service Credits are the sole and exclusive remedy for SLA failures

3.1 Statement of Work

Arc will perform Professional Services as specified in the applicable SOW. Where conflict exists between SOW and this Agreement, SOW controls for scope-specific terms; this Agreement controls for all other matters.

3.2 Timeframes & Estimates

Any time period quoted for Professional Services is calculated from the Professional Services Commencement Date. Unless expressly agreed otherwise in the SOW, time is not of the essence and time estimates are non-binding. Arc makes no warranty as to time of completion or delivery.

3.3 Personnel & Continuity

Arc will perform Professional Services using personnel it considers suitably qualified. Arc intends to maintain personnel continuity but reserves the right to vary personnel upon reasonable notice. Arc may assign personnel to services for third parties.

3.4 Change Orders

If either party requires changes to the Professional Services scope, deliverables, timeline, or resources ("Modifications"):

1. The requesting party submits a written change request
2. Arc provides a written quotation detailing feasibility, estimated cost, and timeline impact
3. Upon receiving quotation, Customer may: (a) accept (and parties execute Change Order), (b) discuss further, or (c) decline
4. Zero-dollar changes communicated in writing by Arc are deemed accepted unless Customer explicitly rejects in writing
5. Arc has no obligation to proceed with Modifications without executed Change Order

Fee Structure Options (per SOW):

• Option A – Fixed-Price: Modifications within reasonable scope included at no additional cost; significant expansions trigger Change Order with additional fees
• Option B – Time & Materials: Modifications subject to Change Order detailing estimated additional hours and cost
• Option C – Hybrid: Some deliverables fixed-price, others T&M; Modifications handled per applicable option

If Customer's request causes delay or additional costs, Arc is entitled to extension of time and reimbursement of costs.

3.5 Customer Responsibilities for Professional Services

Customer shall:

• Provide timely access to systems, data, personnel, and information needed for service delivery
• Appoint a suitably competent project manager with authority to liaise with Arc
• Make decisions and approvals within the timeframe specified in the SOW
• Maintain data quality and provide documentation
• Ensure valid Arc subscription agreement exists prior to Professional Services Commencement Date

If Customer's non-compliance causes delay, Arc shall notify Customer and (i) not be liable for delay-related damages, (ii) modify timetable accordingly, and (iii) may charge additional fees if applicable.

4.1 Provisioned Allowance

Each subscription specifies:

• A learner count allowance
• A data storage allowance

Arc monitors actual usage against these allowances on a rolling basis.

4.2 Usage Notifications

Arc will notify Customer when actual usage reaches:

• At 90% of Provisioned Allowance: Automated notification to Customer's primary technical contact. Customer may retire/archive data using Arc's tools or request Arc's assistance at T&M cost.
• At 100% of Provisioned Allowance: Automated notification that provisioned allowance has been reached. Customer may continue to ingest data, but overage charges apply if usage exceeds 110%.
• At 110% of Provisioned Allowance: Automated notification that usage has exceeded 110% and a 30-day grace period has commenced. Customer may reduce usage to avoid charges. If usage remains above 110% after 30 days, overage billing begins.

4.3 Overage Billing – Soft Cap & Grace Period

• Grace Period: 30-day period when usage first exceeds 110%; no overage charges during this period
• Ongoing Overages: If usage remains above 110% after grace period, Arc invoices for overages beginning Day 31 and in each subsequent billing cycle
• No Additional Grace: Subsequent overages billed monthly with no additional grace period
• Soft Cap: Arc does not suspend service when usage exceeds allowances; Customer continues to operate while accruing overage charges

4.4 Overage Calculation

Overages are billed in minimum increments of 10% of the applicable provisioned allowance.

Example: Provisioned learner count = 10,000. Actual = 11,500 (115%).

• Overage begins at 110% (11,000 learners)
• 10% block = 1,000 learners
• Overage = 500 learners (0.5 blocks, billed as 1 full block)
• Charge = 1,000 learners × per-learner subscription rate

Pricing: Overage charges calculated using the same per-learner or per-storage-unit rate as the subscription (or custom rates specified in Order Form).

4.5 Invoicing & Payment

• Overage charges added to Customer's next regular invoice
• Non-refundable and non-cancellable (except for Arc calculation errors, which trigger credit)
• Payment terms same as base subscription (Net 30 days)
• Non-payment subject to Section 5 (suspension and interest)

4.6 Data Management & Archival Services

Customer may:

• Use Arc's standard data management tools at no additional cost to retire/remove historical data
• Request Arc's assistance with data archival, export, or deletion at T&M or fixed-fee cost, as mutually agreed

4.7 Accuracy & Dispute Resolution

• Arc maintains accurate usage records and provides reports upon request
• Customer may dispute overage charge within 30 days of invoice by submitting written dispute with alleged inaccuracy details
• Arc investigates and issues corrected invoice or credit within 15 business days if inaccuracy is found
• If usage is accurate and Customer requests one-time courtesy adjustment, Customer may submit request to Arc's Customer Success team for review

5.1 Prohibited Data Types

Arc Services are not designed to store, process, or manage:

• Payment Card Data: Credit card numbers, debit card numbers
• Passwords & Credentials: Passwords, API keys, access tokens
• Protected Health Information (PHI): Any HIPAA-regulated data
• Financial Institution Data: GLBA-regulated customer/consumer data
• Personally Identifiable Information (PII): Social Security numbers, driver's license numbers, passport numbers (except as necessary for learner identification)

5.2 Permitted Financial Data

Customer may include:

• Learner salary or compensation information
• Job level, grade, or pay band
• Department budget allocation
• Learning investment or training budget per learner

5.3 Customer Responsibility

Customer is solely responsible for:

• Determining what data to upload to Arc
• Ensuring data complies with this Agreement and applicable laws
• Obtaining all necessary consents from learners/employees before uploading their data
• Redacting or anonymizing Prohibited Information before upload

5.4 Liability Disclaimer for Prohibited Information

CUSTOMER ACKNOWLEDGES THAT ARC SERVICES ARE NOT DESIGNED TO SECURE OR PROTECT PROHIBITED INFORMATION. ARC DISCLAIMS ANY AND ALL LIABILITY THAT MAY ARISE FROM CUSTOMER'S STORAGE, PROCESSING, OR MANAGEMENT OF PROHIBITED INFORMATION USING ARC SERVICES.

This includes liability for:

• Data breaches or unauthorized access to Prohibited Information
• Regulatory fines or penalties (HIPAA, PCI DSS, GLBA, GDPR, CCPA, etc.)
• Third-party claims arising from exposure of Prohibited Information
• Costs of notification or credit monitoring

If Customer uploads Prohibited Information in violation of this Section, Customer agrees to:

• Immediately notify Arc upon discovery
• Indemnify Arc from any claims, fines, or costs arising from such upload
• Cooperate to remove or remediate the Prohibited Information

6.1 Subscription Fees

Customer shall pay the fees specified in each Order Form and SOW. Unless otherwise specified, all amounts are in US Dollars (USD) and exclusive of taxes.

6.2 Invoicing & Payment

• Payment Terms: All invoices are due within thirty (30) days of invoice date
• Non-Cancellable: Fees are non-cancellable and non-refundable except as expressly provided in this Agreement
• Late Payment: If Customer doesn't pay when due, Arc may charge interest at 1.5% per month (or maximum allowed by law), whichever is less
• Suspension: If payment is more than 15 days overdue, Arc may suspend Arc Services upon written notice. If payment not received within 30 days of suspension notice, Arc may terminate this Agreement
• Collection Costs: Customer agrees to pay Arc's reasonable attorneys' fees and collection costs for amounts not subject to good faith dispute

6.3 Taxes

All fees are exclusive of federal, state, local, and international taxes. Customer agrees to pay all such taxes and will pay Arc's invoices for taxes that Arc is required to collect.

6.4 Excess Usage of Subscription Services

When Customer's Actual Use exceeds the applicable Quantity (learner count or storage), Customer shall pay additional fees on a proportionate basis for the excess use in minimum blocks of 10% of the applicable Quantity, for prior excess use and for the remainder of the then-current term, upon receipt of Arc's invoice.

6.5 Auto-Renewal & Price Increases

Each Subscription Order automatically renews for a term of the same length as the initial subscription term, unless either party notifies the other of its intent NOT to renew within 60 days before the end of the then-current term.

Non-Renewal Notice: Customer must provide written notice to support@arcslearning.com stating intent to NOT renew. Without notice, subscription automatically renews.

Price Increases: Arc may increase subscription fees up to 10% annually upon renewal or at each anniversary date of a multi-year subscription. Price increases will be communicated at least 30 days before renewal or anniversary date.

7.1 Definition

"Confidential Information" means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether written, oral, electronic, or visual, that is identified as confidential or reasonably understood to be confidential, including:

• Customer Data
• Arc Services and Software
• Specifications and Documentation
• Pricing and financial terms
• Business plans, strategies, and forecasts
• Algorithms, source code, and technical data
• Customer lists and business relationships

Confidential Information does NOT include information that:

• Was known to Receiving Party prior to disclosure
• Is or becomes public through no wrongful act of Receiving Party
• Is independently developed by Receiving Party without use of Disclosing Party's information
• Is rightfully received from a third party without confidentiality obligations
• Is Prohibited Information

7.2 Confidentiality Obligations

Receiving Party shall:

• Not use or disclose Confidential Information without Disclosing Party's prior written permission, except as necessary to provide or use Arc Services
• Protect Confidential Information with the same care used for its own confidential information (but not less than reasonable care)
• Limit access to employees, contractors, and advisors on need-to-know basis, who are bound by equal confidentiality obligations
• Disclose Confidential Information only as required by law or court order, with prompt notice to Disclosing Party to allow protective measures

7.3 Duration

Confidentiality obligations survive termination of this Agreement for two (2) years, or for as long as Customer Data is in Arc's possession, whichever is longer.

8.1 Data Ownership & Usage

Customer retains all rights to Customer Data. Arc may use Customer Data only to provide Arc Services as authorized and may not use it for any other purpose without Customer's consent.

Customer is the data controller and owner of Customer Data and is responsible for:

• Accuracy, completeness, and integrity of Customer Data
• Obtaining all legally required consents from learners/employees before uploading
• Complying with all data protection laws (GDPR, CCPA, HIPAA, FERPA, etc.)
• Examining and confirming results before use
• Maintaining security of login credentials and notifying Arc immediately of unauthorized access

8.2 Data Security

Arc maintains commercially reasonable physical and logical security measures to protect Customer Data. These are detailed in Arc's current information security documentation.

Arc is not liable for unauthorized access resulting from actions of Customer or its representatives.

8.3 Subprocessors

Arc engages third-party subprocessors (cloud hosting, analytics, support tools, etc.) to process Customer Data. Arc maintains a current list of all subprocessors at: https://www.arcslearning.com/trust-center#subprocessors.

Customer may review this list and object to the use of any subprocessor. If Customer objects to a new subprocessor, Customer must notify Arc in writing within 30 days of Arc's notice. Arc will work with Customer to find an alternative or permit Customer to terminate the affected Order Form or SOW without penalty.

8.4 Anonymous Data

Arc may aggregate, anonymize, and de-identify Customer Data and use such Anonymous Data for improving Arc Services.

8.5 Data Retention & Deletion

Upon termination or expiration:

• Customer has 30 days to request export of Customer Data in standard format (CSV, JSON, XML)
• Arc will provide data export at no additional cost within 45 business days
• Arc will delete all Customer Data from production systems within 30 days of the export window closing
• Arc may retain backup copies for up to 90 days in accordance with standard backup retention policy
• After 30-day export window, Arc has no obligation to maintain Customer Data

If Customer requests data in non-standard format or archival services, Arc will provide quote on T&M basis.

To the extent Arc processes personal data on behalf of Customer under GDPR, CCPA, or other data protection laws, the parties are bound by Arc's Data Processing Addendum (DPA). Contact privacy@arcslearning.com for the current DPA.

The DPA is incorporated by reference and controls for data protection matters. If Arc updates the DPA with 30 days' notice, Customer may terminate the affected Order Form or SOW within 30 days of receiving notice if Customer does not accept the changes.

10.1 Arc's Warranties

Arc warrants that:

1. Professional Services will be performed in a professional manner in accordance with industry standards
2. Subscription Services will, for 90 days from delivery, materially conform to Documentation specifications
3. No Malware – Arc will not knowingly introduce viruses, time bombs, or harmful code
4. Authority – Arc has all requisite authority to enter into and perform this Agreement
5. No Business Outcomes Warranty – Arc does not warrant specific learner engagement, retention, ROI, or business results. Such outcomes depend on Customer's implementation and adoption decisions

10.2 Warranty Disclaimer

EXCEPT AS EXPRESSLY STATED ABOVE, ARC MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

ARC DOES NOT REPRESENT THAT ARC SERVICES WILL:

• Meet Customer's specific requirements
• Operate uninterrupted or error-free
• Be secure or immune from unauthorized access
• Be free from data loss or corruption

10.3 Remedy for Non-Conformity

If Subscription Services do not materially conform to Documentation within 90 days, Customer's sole remedy is:

1. Arc will use commercially reasonable efforts to correct the non-conformity at no additional cost
2. If Arc cannot correct within 30 days, Customer may receive pro-rata refund of subscription fees for the affected period
3. This remedy requires prompt written notice from Customer with sufficient detail to diagnose the issue

11.1 Arc Indemnifies Customer

Arc shall indemnify, defend, and hold Customer harmless from any third-party claim that Customer's authorized use of Arc Services infringes any valid copyright, patent, or trademark of such third party.

Customer shall:

• Give Arc prompt written notice of the claim
• Grant Arc sole control of defense or settlement
• Reasonably cooperate with Arc at Arc's expense

Arc may, at its option and expense:

• Procure the right for Customer to continue using Arc Services
• Replace or modify Arc Services to make them non-infringing
• If neither is reasonably available, terminate the Order Form and refund Customer all prepaid fees

Arc has no obligation if:

• Claim existed prior to Order Form effective date
• Claim is based on Customer's unauthorized use
• Claim results from combination with non-Arc materials
• Claim results from Customer's modifications

11.2 Customer Indemnifies Arc

Customer shall indemnify, defend, and hold Arc harmless from any third-party claim arising from:

1. Customer's use of Arc Services
2. Gross negligence or willful misconduct by Authorized Users
3. Customer Data or its content infringing third-party intellectual property rights

Arc shall:

• Give Customer prompt written notice
• Grant Customer sole control of defense or settlement
• Reasonably cooperate at Customer's expense

11.3 Indemnity Cap

INDEMNIFICATION LIABILITY IS CAPPED SEPARATELY AT $500,000, in addition to general liability cap in Section 12.

12.1 Cap on Liability

EXCEPT FOR THE EXCEPTIONS BELOW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE) EXCEED THE TOTAL FEES PAID BY CUSTOMER TO ARC IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12.2 Exceptions to Cap

Cap does NOT apply to:

1. Indemnification – Capped separately at $500,000
2. Confidentiality Breaches – Uncapped liability for breach of confidentiality
3. Gross Negligence or Fraud – Uncapped liability for Arc's gross negligence, willful misconduct, or fraud
4. Death or Bodily Injury – Liability for death or bodily injury caused by Arc's negligence
5. Payment Obligations – Customer's obligation to pay fees
6. Data Protection Violations – Arc's breach of data protection laws (GDPR, CCPA, etc.)

12.3 Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR:

• Indirect, incidental, consequential, special, or punitive damages
• Loss of profits, revenue, business opportunity, or anticipated savings
• Loss of data, files, or information
• Business interruption or loss of use
• Cost of substitute services or goods

This exclusion applies even if the party has been advised of the possibility of such damages.

13.1 Term

This Agreement becomes effective on the Effective Date and continues through the term of all Order Forms and SOWs. Each Order Form and SOW runs for the term specified therein.

13.2 Termination for Cause

Either party may terminate this Agreement or an affected Order Form or SOW upon written notice if:

1. Material Breach – The other party materially breaches and fails to cure within 30 days of written notice
2. Insolvency – The other party files for bankruptcy, becomes insolvent, or ceases operations
3. Force Majeure – Arc Services are unavailable due to Force Majeure for 10 or more consecutive business days (Customer's right only)

13.3 No Termination for Convenience

Customer may NOT terminate this Agreement or any Order Form or SOW for convenience or without cause. Once an Order Form or SOW is executed, Customer is committed to pay all fees for the full term.

13.4 Effect of Termination

Upon termination or expiration:

1. Customer shall immediately pay all accrued and unpaid fees
2. Customer shall immediately cease use of Arc Services and remove Customer Data
3. Customer has 30 days to request data export; Arc provides within 45 business days in standard format at no cost
4. Arc deletes all Customer Data within 30 days of export window closing (may retain backups up to 90 days)
5. Arc disables Customer's access immediately
6. Surviving sections (Confidentiality, IP, Warranties, Limitation of Liability, Indemnification, Data Protection, Governing Law, Arbitration, Survival) continue in effect

14.1 Definition

"Force Majeure Event" means any event beyond reasonable control of either party, including acts of God, war, terrorism, civil disturbance, government action, third-party infrastructure failures, strikes, or cyber attacks not caused by the party.

Does NOT include: Ordinary operational issues, foreseeable risks, or issues caused by party's negligence.

14.2 Excusal from Performance

Except for payment obligations, neither party is liable for failure to perform if caused by Force Majeure, provided:

• The affected party gives prompt written notice
• The affected party uses reasonable efforts to mitigate and resume performance
• The affected party resumes performance as soon as practicable

14.3 SLA Suspension

If Arc Services are unavailable due to Force Majeure, the 99% uptime target is suspended and does not apply. Arc shall not owe service credits for Force Majeure-caused unavailability.

14.4 Customer's Termination Right

If Arc Services are unavailable due to Force Majeure for 10 or more consecutive business days, Customer may terminate the affected Order Form or SOW immediately upon written notice provided within 5 business days after the Force Majeure Event concludes or services resume.

Upon such termination:

• Arc refunds prepaid fees for the remainder of the term
• Customer pays fees accrued through termination date

14.5 Payment Obligations NOT Excused

Payment obligations are NOT excused during Force Majeure. Customer remains obligated to pay all fees, even if Arc cannot deliver services.

14.6 Extended Force Majeure

If Force Majeure continues for more than 30 consecutive days, either party may terminate the affected Order Form or SOW by written notice.

15.1 Arc's IP

Arc retains all right, title, and interest in:

• Arc Services, Software, and algorithms
• Documentation, methodologies, and processes
• Feedback, suggestions, and ideas from Customer
• Work product and deliverables from Professional Services

Customer is granted a non-exclusive, non-transferable license to use Arc Services for internal business purposes only.

15.2 Customer's IP

Customer retains all right, title, and interest in:

• Customer Data
• Pre-existing intellectual property
• Work product created by Customer using Arc Services

15.3 Arc's Use of Feedback

Arc may use, incorporate, and improve upon any Customer feedback regarding Arc Services without compensation or attribution.

15.4 License Restrictions

Customer may NOT:

• Reverse-engineer, decompile, or disassemble Arc Services
• Create derivative works
• Remove proprietary notices or marks
• Transfer, sublicense, or sell Arc Services to third parties

16.1 Non-Assignment

Neither party may assign this Agreement without prior written consent, which shall not be unreasonably withheld.

16.2 Exception for M&A

Either party may assign without consent in connection with:

• Merger, consolidation, or acquisition
• Sale or transfer of substantially all assets or business
• Reorganization or succession

Conditions: Assignee must assume all obligations in writing, and (for Customer) must not be a direct competitor of Arc.

16.3 Competitor Restriction

Customer may NOT assign this Agreement to any direct competitor of Arc (including learning platform providers, LMS vendors, talent development platforms, or AI-powered learning companies). Such assignment is void.

16.4 Binding on Successors

This Agreement is binding upon and inures to the benefit of parties' successors and permitted assigns.

17.1 Prohibited Uses

Customer shall not:

1. Permit unauthorized use of Arc Services
2. Infringe third-party intellectual property or privacy rights
3. Submit defamatory, obscene, threatening, abusive, or hateful content
4. Use Arc Services to process third-party data except for Affiliates (or as a service provider to such parties)
5. Resell, timeshare, or provide Arc Services as outsourced service
6. Allow direct competitors of Arc to access Arc Services
7. Attempt to circumvent security or gain unauthorized access

17.2 Enforcement & Remedies

If Customer violates this AUP:

• Arc may immediately suspend access upon written notice
• Arc may terminate this Agreement for material breach
• Customer remains liable for all accrued fees

The following provisions survive termination or expiration:

• Confidentiality – For two (2) years after termination (or as long as Customer Data is in Arc's possession)
• Customer Data – Rights to data ownership and deletion
• Intellectual Property Ownership – Arc's and Customer's respective IP rights
• Warranties & Disclaimers – Disclaimers of implied warranties
• Limitation of Liability – Liability caps and damage exclusions
• Indemnification – Indemnity obligations
• Data Protection – Data processing and compliance obligations
• Arbitration & Dispute Resolution – Binding arbitration clause
• Governing Law & Jurisdiction – Choice of law and venue
• Notices – Notice procedures
• Payment Obligations – Any unpaid fees accrued through termination

19.1 Restriction

During this Agreement's term and for one (1) year following termination, neither party shall directly or indirectly solicit for hire, recruit, or encourage any employee, contractor, or consultant of the other party who was actively engaged in providing or using Arc Services, without express written consent.

19.2 Exceptions

Restriction does NOT apply to:

• Public advertising or general solicitations not specifically targeted
• Hiring of employees who respond to advertised positions without direct solicitation
• Third-party recruiters unaware of this restriction (though hiring party remains liable if knowingly using recruiters to circumvent)

19.3 Remedies

Violation may result in injunctive relief, damages, or termination for material breach.

20.1 Binding Arbitration

Except for Arc's right to seek injunctive relief or equitable remedies (confidentiality enforcement, unauthorized use prevention), any dispute, claim, or controversy arising out of or relating to this Agreement shall be finally settled by binding arbitration before a single arbitrator.

20.2 Arbitration Rules & Procedures

• Rules: American Arbitration Association (AAA) Commercial Arbitration Rules
• Arbitrator: An attorney with at least 5 years' experience in software licensing and SaaS agreements
• Location: Davidson County, Tennessee
• Decision: Final and binding; may be entered in any court of competent jurisdiction

20.3 Arbitrator Authority

The arbitrator shall:

• Enforce this Agreement strictly
• Award compensatory damages only (not punitive or non-compensatory damages)
• Award direct damages only, not exceeding the liability caps in this Agreement

20.4 Attorney Fees

If Customer initiates arbitration and does NOT prevail, Customer agrees that Arc shall be paid its reasonable attorneys' fees and costs.

20.5 Confidentiality of Arbitration

The existence of arbitration, proceedings, and outcome shall be Confidential Information and shall not be disclosed without written consent, except as required by law.

20.6 Injunctive Relief Exception

Either party may apply to a court of competent jurisdiction for injunctive or equitable relief or collection of unpaid invoices.

No action, claim, or proceeding of any kind arising out of or relating to this Agreement may be brought by either party more than two (2) years after the cause of action has accrued.

22.1 Use of Customer Name & Logo

Arc may list Customer as a client on Arc's website, marketing materials, press releases, and sales presentations, including the use of Customer's name, trademark, and/or logo.

22.2 Case Studies & Testimonials

Arc may NOT publish case studies, testimonials, performance metrics, or success stories featuring Customer without Customer's prior written consent.

Process:

• Arc prepares materials for Customer review
• Customer approves or requests changes
• Arc publishes only after receiving written approval

22.3 Opt-Out

If Customer does not wish to be listed as a client, Customer must notify Arc in writing within 30 days of first Order Form execution. Arc will remove Customer's name and logo from public materials within 60 days.

23.1 Entire Agreement

This Agreement, including all Order Forms, SOWs, and exhibits, constitutes the complete and exclusive agreement and supersedes all prior proposals, discussions, or agreements. Each party acknowledges it does not rely on statements other than those expressly set forth in this Agreement.

Precedence: In event of conflict, Order Form controls for scope-specific terms; this Agreement controls for all other matters.

23.2 Amendment

No modification of this Agreement is valid unless in writing and executed by authorized representatives of both parties.

23.3 Notices

All notices shall be in writing and delivered by email, courier, or certified mail to the addresses below. Notices are effective upon receipt:

For Arc: Arc Strata Systems, Inc., Legal Department, legal@arcslearning.com

For Customer: The address listed on the applicable Order Form.

23.4 Waiver & Severability

No waiver of any provision is effective unless in writing and signed by the waiving party. Waiver of one breach does not constitute waiver of any other. If any provision is found invalid or unenforceable, it will be severed and remaining provisions remain in full effect.

23.5 Independent Contractors

The parties are independent contractors. Neither has authority to act as the other's agent or create obligations on the other's behalf.

23.6 Governing Law & Venue

This Agreement is governed by the laws of the State of Tennessee, without regard to conflict of law principles. Both parties consent to exclusive jurisdiction and venue of courts in Davidson County, Tennessee.

23.7 Counterparts

This Agreement may be executed in counterparts (including electronically via email, PDF, or e-signature), each constituting an original and all constituting one agreement.

IN WITNESS WHEREOF, the parties execute this Master Service Agreement as of the Effective Date.

ARC STRATA SYSTEMS, INC.
Notice Address: Arc Strata Systems, Inc., legal@arcslearning.com

Customer
The entity named on the applicable Order Form.