License Agreement

This Agreement is between Customer and TrueBearing Inc. “Customer” means the person or entity on behalf of which this Agreement is accepted. By clicking on the “Agree” (or similar button or checkbox) that is presented to you at the time of placing an Order, downloading Products, or by using or accessing the Products, you confirm you are bound by this Agreement. If you do not wish to be bound by this Agreement, do not click “Agree” (or similar button or checkbox), download the Products, or use or access the Products.

1. Overview. This Agreement applies to Customer’s Orders for Products and related Support Services.

2. Use of Products.

2.1. Permitted Use. Subject to this Agreement and during the applicable Subscription Term, TrueBearing grants Customer a non-exclusive, non-transferable, worldwide right to use the Products, as specified in the Order.

2.2. Restrictions. Except to the extent otherwise expressly permitted by this Agreement, Customer must not (and must not permit anyone else to): (a) rent, lease, sell, distribute or sublicense the Products or (except for Affiliates) include them in a service bureau or outsourcing offering, (b) provide access to the Products to a third party, (c) use the Product to develop a similar or competing product or service, (d) copy, modify or create derivative works of the Products, (e) violate the Terms of Use Policy.

3. Use.

3.1. Responsibility. Customer may use the Products in accordance with this Agreement and the policies referenced herein.

6. Customer Obligations.

6.1. Product Assessment. Customer is responsible for determining whether the Products meet Customer’s requirements and any regulatory obligations related to its intended use.

6.2. Sensitive Health Information and HIPAA. Unless the parties have entered into a Business Associate Agreement, Customer must not (and must not permit anyone else to) upload to the Products (or use the Products to process) any patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (HIPAA).

8. Support Services. TrueBearing will provide Support Services as described in the Order and applicable Policies. TrueBearing’s provision of Support Services is subject to Customer providing timely information and reasonable cooperation to TrueBearing.

9. Ordering Process and Delivery. No Order is binding until TrueBearing provides its acceptance, including by sending a confirmation email, providing access to the Products, or making license or access keys available to Customer. No terms of any purchase order or other business form used by Customer will supersede, supplement, or otherwise apply to this Agreement or TrueBearing . TrueBearing will deliver login instructions or license keys for Products electronically, to Customer’s account (or through other reasonable means) promptly upon receiving payment of the fees.

10. Billing and Payment.

10.1. Fees. (a) Direct Purchases. Customer will pay to TrueBearing the fees specified in Customer’s Order with TrueBearing. (b) Refunds. All fees and expenses are non-refundable (c) Credit Cards. If Customer uses a credit card or similar online payment method for its initial Order, then TrueBearing may bill that payment method for renewals and additional Orders, as applicable, unless Customer provides written notice to change or remove the payment method at least fifteen (15) days prior to the renewal date.

10.2. Taxes. (a) Taxes Generally. Fees and expenses are exclusive of any sales, use, GST, value-added, withholding or similar taxes or levies that apply to Customer’s Orders. Other than taxes on TrueBearing ’s net income, Customer is responsible for any such taxes or levies and must pay those taxes or levies, which TrueBearing will itemize separately, in accordance with an applicable invoice. (b) Withholding Taxes. To the extent Customer is required to withhold tax from payment to TrueBearing in certain jurisdictions, Customer must provide valid documentation it receives from the taxing authority in such jurisdictions confirming remittance of withholding. This documentation must be provided at the time of payment of the applicable invoice to TrueBearing . (c) Exemptions. If Customer claims exemption from any sales tax, VAT, GST or similar taxes under this Agreement, Customer must provide TrueBearing a valid tax exemption certificate or tax ID at the time of Order, and after receipt of valid evidence of exemption, TrueBearing will not include applicable taxes on the relevant Customer invoice.

11. TrueBearing Disclaimer.

11.1. Disclaimers. The Products and all related TrueBearing services and deliverables are provided “AS IS.” To the maximum extent permitted by applicable law, TrueBearing makes no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or non-infringement. TrueBearing does not warrant that Customer’s use of the Products will be uninterrupted or error-free. TrueBearing is not liable for delays, failures or problems inherent in use of the internet and electronic communications or other systems outside TrueBearing’s reasonable control.

12. Term and Termination.

12.1. Term. This Agreement commences on the date Customer accepts it and expires when all Subscription Terms have ended .

13. Ownership. Except as expressly specified in this Agreement, neither party grants the other any rights or licenses to its intellectual property under this Agreement. TrueBearing retains all intellectual property and other rights in the Products, TrueBearing technology, templates, formats and dashboards, including any modifications or improvements.

14. Limitations of Liability.

14.1. Damages Waiver. Except for Excluded Claims or Special Claims, to the maximum extent permitted by Law, neither party will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance.

14.2. General Liability Cap. Except for Excluded Claims or Special Claims, to the maximum extent permitted by Law, each party’s entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable to TrueBearing for the Products and Support Services giving rise to the liability during the twelve (12) months preceding the first event out of which the liability arose. Customer’s payment obligations under Sections 10.1 (Fees) and 10.2 (Taxes) are not limited by this Section 14.2.

14.3. Excluded Claims. “Excluded Claims” means: (a) Customer’s breach of Section 2.2 (Restrictions) or Section 6 (Customer Obligations), or (b) either party’s breach of Section 16 (Confidentiality) but excluding claims relating to Customer Data or Customer Materials.

14.4. Special Claims. For Special Claims, TrueBearing ’s aggregate liability under this Agreement will be two times (2x) the amounts paid to TrueBearing for the Products giving rise to the Special Claim during the twelve (12) months preceding the first event out of which the Special Claim arose. “Special Claims” means any unauthorized disclosure of Customer Data or Customer Materials caused by a breach by TrueBearing of its obligations in Section 4.2 (Security Program).

14.5. Nature of Claims and Failure of Essential Purpose. The exclusions and limitations in this Section 14 (Limitations of Liability) apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

15. Indemnification by TrueBearing .

15.1. IP Indemnification. TrueBearing must: (a) defend Customer from and against any third-party claim to the extent alleging that the Products, when used by Customer as authorized by this Agreement, infringe any intellectual property right of a third party (an “Infringement Claim”), and (b) indemnify and hold harmless Customer against any damages, fines or costs finally awarded by a court of competent jurisdiction (including reasonable attorneys’ fees) or agreed in settlement by TrueBearing resulting from an Infringement Claim.

15.2. Procedures. TrueBearing ’s obligations in Section 15.1 (IP Indemnification) are subject to Customer providing TrueBearing : (a) sufficient notice of the Infringement Claim so as to not prejudice TrueBearing ’s defense of the Infringement Claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the Infringement Claim, and (c) all reasonably requested cooperation, at TrueBearing ’s expense for reasonable out-of-pocket expenses. Customer may participate in the defense of an Infringement Claim with its own counsel at its own expense.

15.3. Settlement. Customer may not settle an Infringement Claim without TrueBearing ’s prior written consent. TrueBearing may not settle an Infringement Claim without Customer’s prior written consent if settlement would require Customer to admit fault or take or refrain from taking any action (other than relating to use of the Products). TrueBearing Customer Agreement October 2025 version 4

15.4. Mitigation. In response to an actual or potential Infringement Claim, TrueBearing may, at its option: (a) procure rights for Customer’s continued use of the Products, (b) replace or modify the alleged infringing portion of the Products without reducing the overall functionality of the Products, or (c) terminate the affected Subscription Term and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term.

15.5. Exceptions. TrueBearing ’s obligations in this Section 15 (Indemnification by TrueBearing ) do not apply to the extent an Infringement Claim arises from Customer’s modification or unauthorized use of the Products or violation of the terms of this Agreement.

15.6. Exclusive Remedy. This Section 15 (Indemnification by TrueBearing ) sets out Customer’s exclusive remedy and TrueBearing ’s entire liability regarding infringement of third-party intellectual property rights.

16. Confidentiality.

16.1. Definition. “Confidential Information” means information disclosed by one party to the other under or in connection with this Agreement that: (a) is designated by the disclosing party as proprietary or confidential, or (b) should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. TrueBearing ’s Confidential Information includes any source code and technical or performance information about the Products. Customer’s Confidential Information includes Customer Data and Customer Materials.

16.2. Obligations. Unless expressly permitted by the disclosing party in writing, the receiving party must: (a) hold the disclosing party’s Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, and (b) only use such Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose such Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided the receiving party remains responsible for their compliance with this Section 16 (Confidentiality) and they are bound to confidentiality obligations no less protective than this Section 16 (Confidentiality).

16.3. Exclusions. These confidentiality obligations do not apply to information that the receiving party can demonstrate: (a) is or becomes publicly available through no fault of the receiving party, (b) it knew or possessed prior to receipt under this Agreement without breach of confidentiality obligations, (c) it received from a third party without breach of confidentiality obligations, or (d) it independently developed without using the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the disclosing party in advance and cooperates, at the disclosing party’s cost, in any reasonable effort to obtain confidential treatment.

16.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or anticipated breach of this Section 16 (Confidentiality).

20. General Terms.

20.1. Compliance with Laws. Each party must comply with all Laws applicable to its business in its performance of obligations or exercise of rights under this Agreement.

20.3. Assignment. (a) Customer may not assign or transfer any of its rights or obligations under this Agreement or an Order without TrueBearing ’s prior written consent. TrueBearing may assign its rights and obligations under this Agreement (in whole or in part) without Customer’s consent.

20.4. Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of the State of Washington, with the jurisdiction and venue for actions related to this Agreement in the state and United States federal courts located in Seattle, Washington. (b) This Agreement will be governed by such laws without regard to conflicts of laws provisions, and both parties submit to the personal jurisdiction of the applicable courts.

20.5. Notices. (a) Except as specified elsewhere in this Agreement, notices under this Agreement must be in writing and are deemed given on: (i) personal delivery, (ii) when received by the addressee if sent by a recognized overnight courier with receipt request, (iii) the third business day after mailing, or (iv) the first business day after sending by email, except that email will not be sufficient for notices regarding Infringement Claims, alleging breach of this Agreement by TrueBearing , or of Customer’s termination of this Agreement in accordance with Section 12.3 (Termination for Cause). (b) Notices to TrueBearing must be provided according to the details provided to: ____________________________________ , as may be updated from time to time. (c) Notices to Customer are provided as set forth in the Order However, TrueBearing may provide general or operational notices via email, on its website or through the Products.

20.6. Entire Agreement. This Agreement is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In the event of a conflict among the documents making up this Agreement, the main body of this Agreement (i.e., Sections 1 through 21, inclusive) will control, except that the Policies, Product-Specific Terms and DPA will control for their specific subject matter.

20.8. Interpretation, Waivers and Severability. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. Waivers must be granted in writing and signed by the waiving party’s authorized representative. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

20.9. Changes to this Agreement. (a) TrueBearing may modify this Agreement (which includes its polices related to the Product) from time to time, by posting the modified portion(s) of this Agreement on TrueBearing ’s website. TrueBearing must use commercially reasonable efforts to post any such modification at least thirty (30) days prior to its effective date. For paid subscriptions: (i) except as specified below, modifications to this Agreement will take effect at the next Order or renewal unless either party elects to not renew pursuant to Section 10.1(c) (Renewals). TrueBearing may specify that modifications will become effective during a then-current Subscription Term if: (A) required to address compliance with Law, or (B) required to reflect updates to Product functionality or introduction of new Product features. If Customer objects, Customer may terminate the remainder of the then-current Subscription Term for the affected Products as its exclusive remedy. To exercise this right, Customer must notify TrueBearing of its termination under this Section 20.9(c) within thirty (30) days of the modification notice, and TrueBearing will refund any pre-paid fees for the terminated portion of the applicable Subscription Term.

20.10. Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control and occurring without that party’s fault or negligence.

20.11. Subcontractors and Affiliates. TrueBearing may use subcontractors or its Affiliates in the performance of its obligations under this Agreement, but TrueBearing remains responsible for its overall performance under this Agreement and for having appropriate written agreements in place with its subcontractors to enable TrueBearing to meet its obligations under this Agreement.

20.12. Independent Contractors. The parties are independent contractors, not agents, partners or joint venturers.

20.13. Export Restrictions. The Products may be subject to U.S. export restrictions and import restrictions of other jurisdictions. Customer must comply with all applicable export and import Laws in its access to, use of, and download of the Products.

21. Definitions.

“Terms of Use Policy” means TrueBearing ’s terms of use policy available at https://www.TrueBearing .com/legal/acceptable-use-policy.

“Customer Data” means any data, content or materials provided to TrueBearing by or at the direction of Customer via the Cloud Products, including from Third-Party Products.

“Documentation” means TrueBearing ’s associated training materials made available as a part of the TrueBearing Training course.

“Laws” means all applicable laws, regulations, conventions, decrees, decisions, orders, judgments, codes and requirements of any government authority (federal, state, local or international) having jurisdiction.

“Order” means TrueBearing ’s ordering document, online sign-up or other ordering process that TrueBearing enables specifying the Products to be provided under this Agreement, accepted by TrueBearing in accordance with Section 9 (Ordering Process and Delivery).

“Policies” means the Terms of Use Policy, Privacy Policy and other policies available at https://TrueBearing .com/.

“Privacy Policy” means TrueBearing ’s privacy policy available at https://www.TrueBearing .com/legal/privacy-policy.

“Products” means the Truebearing Academy training courses made available by video and Documentation by TrueBearing in connection with an Order.

“Subscription Term” means the term for Customer’s use of or access to the Products and related Support Services as identified in an Order.

“Support” means the level of support for the Products as identified in the Support Policy.