End User License Agreement

This End User License Agreement (this “Agreement”) is a legal agreement between you (“Licensee” or “you”) and Evinced, Inc. (“Evinced”) regarding your use of the digital learning content and materials provided to you for use in a learning management system (“LMS Content”). It is important that you carefully read and understand the terms and conditions of this Agreement. By clicking the “I Accept” button, or any similar mechanism, or by downloading, installing, accessing or using the LMS Content, you agree to be bound by and comply with the terms of this Agreement. If entering this Agreement or using the LMS Content on behalf of an entity, you represent that you have the authority to bind, and are hereby binding, such entity to this Agreement. This Agreement will be effective as of the earlier of the date that you click the “I Accept” button, or any similar mechanism, or the date that you first download, install, access or use the LMS Content (the “Effective Date”). IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR DO NOT HAVE THE AUTHORITY TO BIND SUCH ENTITY, CLICK THE “DECLINE” BUTTON, OR OTHER SIMILAR MECHANISM, AND DO NOT DOWNLOAD, INSTALL, ACCESS OR USE THE LMS CONTENT.

LMS Content License

Evinced hereby grants Licensee a royalty-free, non-exclusive non-sublicensable, non-transferable license to use the LMS Content, for the internal business operations of Licensee, at no charge, subject to the terms and conditions of this Agreement. Except as set forth in this Agreement, Licensee’s contractors may use the LMS Content provided that (i) such use is solely in direct support of Licensee’s internal business purposes and is solely for an engagement expressly authorized by Licensee, (ii) such use is in accordance with all applicable limitations and restrictions set forth in this Agreement, (iii) any such contractor may not be a competitor of Evinced without Evinced’s prior written consent. Licensee will be solely responsible for (a) the acquisition of all technology infrastructure, including without limitation a learning management systems (LMS), internet access, computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Licensee or through the use of any third party service (“Licensee Systems”), necessary to use the LMS Content.

License Restrictions

Except as expressly set forth herein, Licensee will not (and will not attempt to): (a) copy any of the Licensed Materials, distribute, lease, rent, loan, license, or sublicense any of the LMS Content to third parties provide service bureau, time sharing, outsourcing, data processing, or other services to third parties, or otherwise permit the use of or access to any of the LMS Content by or for the benefit of any third party, provided, however, that Licensee may make reasonable copies of the LMS Content for backup, archival, and educational purposes within Licensee’s organization; (b) assign, sell, pledge, charge, encumber, transfer, or otherwise dispose of any of the LMS Content to any third party, whether voluntarily, by operation of law, or otherwise; (c) use the LMS Content for training, developing, or improving any artificial intelligence, machine learning, or other automated systems that compete with or replicate the functionality of Evinced’s products or services; or (d) extract, scrape, or systematically collect content, data, or information from the LMS Content for redistribution, resale or use in other products or services.(e) use any of the LMS Content for any purpose or in any manner not expressly permitted by this Agreement; or (f) modify, translate, or otherwise create derivative works to or improvements of any of the LMS Content.

Ownership; Retained Rights

Licensee acknowledges and agrees that the LMS Content is licensed, not sold, and Licensee does not have any ownership interest in any of the LMS Content or in any related intellectual property rights. All LMS Content will remain the exclusive property of Evinced and, except for the rights expressly granted to Licensee hereunder, Evinced retains all right, title and interest in, to, and under the LMS Content and such results. Licensee will not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices that appear on or in the LMS Content. Licensee may share the LMS Content with authorized users within its organization, provided that all proprietary rights notices remain intact.

Third-Party Materials

Licensee’s use or receipt of the LMS Content may require or be aided by Licensee’s use or acquisition of software, hardware, information, and/or other materials that are not proprietary to or developed or manufactured by Evinced (collectively, “Third-Party Materials”). Licensee acknowledges and agrees that references to “LMS Content” in this Agreement do not include Third-Party Materials, and the license to use LMS Content granted herein does not include a license to use any Third-Party Materials. Third-Party Materials may be subject to additional terms and conditions from their respective licensors or providers, and Licensee (and not Evinced) will be solely responsible for obtaining any and all rights and licenses required to use any and all Third-Party Materials.

Privacy

Evinced collects and processes personal information related to you pursuant to Evinced privacy policy. Please take the time to review the privacy policy carefully, as it forms as an integral part of this Agreement.

Export Restrictions

Licensee acknowledges that the Software may be subject to the United States export control laws. Accordingly, Licensee will not, directly or indirectly, export or permit the use of the Software outside the United States without obtaining any required government authorization.

Feedback; Updates

Licensee hereby agrees that any and all feedback, suggestions, improvements, comments and ideas it provides to Evinced regarding any of the LMS Content (collectively, the “Feedback”) is exclusively owned by Evinced. Licensee hereby irrevocably assigns to Evinced all right, title and interest in and to the Feedback. Evinced reserves the right to (but has no obligation to), from time to time, modify, update and/or upgrade any of the LMS Content (collectively, “Updates”). Licensee will accept each Update at Evinced’s request and, upon provision thereof to Licensee, each Update will be deemed LMS Content for purposes of this Agreement.

Term and Termination

The term of this Agreement commences as of the Effective Date and continues perpetually unless terminated in accordance with the terms herein. Evinced may immediately terminate this Agreement upon a written notice to Licensee - (i) if Licensee breaches the license terms under this Agreement; (ii) as required by any law enforcement or other government or regulatory organization or authority or by the courts or if Evinced’s performance is made illegal as a result of any act of the foregoing. Upon termination or expiration of this Agreement: (a) Licensee shall, and will ensure that all of its authorized users, immediately cease using the LMS Content, and the license granted hereunder will automatically terminate; and (b) Licensee must promptly remove and destroy all copies of the LMS Content and upon Evinced’s written request, certify that the destruction of all copies.

Disclaimer of Warranty

LICENSEE ACKNOWLEDGES AND AGREES THAT THE LMS CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL EXISTING KNOWN OR UNKNOWN FAULTS. TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, EVINCED HEREBY DISCLAIMS AND LICENSEE WAIVES ALL REPRESENTATIONS, CONDITIONS, DUTIES, AND WARRANTIES (WHETHER EXPRESS, IMPLIED, OR STATUTORY), INCLUDING WITHOUT LIMITATION ANY REPRESENTATION, WARRANTY, DUTY, OR CONDITION (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SECURITY, TITLE, SATISFACTORY QUALITY, OR QUIET ENJOYMENT, (B) WITH RESPECT TO THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OF THE LMS CONTENT, (C) AS TO THE RESULTS OBTAINED FROM USE OF ANY OF THE LMS CONTENT, OR (D) ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN THE INDUSTRY. TO THE EXTENT ANY IMPLIED WARRANTY CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO THE MINIMUM PERIOD ALLOWED BY APPLICABLE LAW OR, IF NO SUCH PERIOD IS ESTABLISHED, 30 DAYS. EVINCED DISCLAIMS ANY WARRANTY THAT THE LMS CONTENT WILL BE ERROR FREE, THAT THE OPERATION OF ANY LMS CONTENT WILL BE UNINTERRUPTED, OR THAT ANY ERRORS IN THE LMS CONTENT CAN OR WILL BE CORRECTED. EVINCED DOES NOT MAKE ANY WARRANTY THAT THE LMS CONTENT WILL BE FREE FROM ANY VIRUS, HARMFUL CODE, OR UNAUTHORIZED ACCESS, AND EVINCED WILL NOT HAVE ANY RESPONSIBILITY OR LIABILITY IN CONNECTION WITH ANY VIRUS, HARMFUL CODE, OR UNAUTHORIZED ACCESS. EVINCED WILL HAVE NO LIABILITY WHATSOEVER IN CONNECTION WITH THE LMS CONTENT OR ANY USE THEREOF. EVINCED WILL HAVE NO LIABILITY IN CONNECTION WITH ANY THIRD-PARTY MATERIALS.

Specific Content Accuracy Disclaimer

THE LMS CONTENT IS PROVIDED FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY. EVINCED MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR CURRENCY OF THE EDUCATIONAL CONTENT. EVINCED DOES NOT GUARANTEE ANY PARTICULAR EDUCATIONAL OUTCOMES FROM USE OF THE LMS CONTENT. LICENSEE ACKNOWLEDGES THAT EDUCATIONAL CONTENT MAY BECOME OUTDATED AND THAT EVINCED HAS NO OBLIGATION TO UPDATE OR MAINTAIN THE ACCURACY OF SUCH CONTENT.

No Liability

TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EVINCED, ITS AFFILIATES, OR THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES OF ANY OF THE FOREGOING BE LIABLE TO LICENSEE FOR ANY DIRECT, SPECIAL, INDIRECT, RELIANCE, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, OR LOST OR DAMAGED DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF EVINCED, ANY OF ITS AFFILIATES, OR ANY OF THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES OF ANY OF THE FOREGOING HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF.

Indemnity

Licensee will indemnify Evinced, its affiliates, and the respective officers, directors, employees, agents and representatives of the foregoing (collectively, the “Evinced Parties”) from and against any and all liabilities, damages, judgments, awards, settlements, costs, expenses, and other charges, including, without limitation, reasonable attorneys’ fees, arising out of Licensee’s use of the LMS Content or breach of this Agreement.

Jurisdiction and Venue

This Agreement will be governed by the laws of the State of California without giving effect to the principles of conflicts of law. Each party agrees that any judicial proceeding brought to enforce any provision of this Agreement or to recover damages for its breach will be brought exclusively in the state and federal courts located in San Francisco, California, and the parties waive any objections to jurisdiction or venue of any such court.

No Assignment

Licensee may not assign its benefits or delegate its duties under this Agreement without the prior written consent of Evinced. Any attempted assignment or delegation by Licensee without such prior written consent will be void. Without limiting any of the foregoing, this Agreement will be binding upon and inure to the benefit of each party and its permitted successors and assigns.

Notices

Any notice required under this Agreement must be in writing and will be deemed received when actually received and delivered by (a) United States mail, certified or registered, return receipt requested, or (b) confirmed private commercial overnight courier service; provided that, in each case, such notice is properly addressed or transmitted to the address of the party set forth in each Order, Attn: Legal Department, or to such other address as a party may provide to the other party in accordance with this Notices Section.

Severability

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will not invalidate the remaining provisions of this Agreement or affect the validity or enforceability of such provision in any other jurisdiction. In addition, any such prohibited or unenforceable provision will be given effect to the extent possible in the jurisdiction where such provision is prohibited or unenforceable.

Entire Agreement

This Agreement constitutes the entire agreement and understanding between the parties and supersedes all prior agreements and understandings, both written and oral, with respect to the subject matter of this Agreement (including without limitation any and all confidentiality or non-disclosure agreements between the parties).

Amendments and Waivers

The terms and conditions of this Agreement may be modified or waived only by a written document executed by the parties. The waiver by either party of any right provided under this Agreement will not constitute a subsequent or continuing waiver of such right or of any other right under this Agreement.

Equitable Remedies

Licensee acknowledges and agrees that any threatened or actual breach of the license terms herein will constitute immediate, irreparable harm to Evinced that cannot be compensated by money and as to which equitable remedies will be awarded by a court of competent jurisdiction. Licensee hereby expressly waives the requirement of posting bond and the right to a hearing prior to the issuance of any order by a court of competent jurisdiction granting possession of the Licensed Materials to Evinced.

Publicity

Evinced will have the right to use the name and logos of Licensee to identify Licensee as an Evinced user of the LMS Content in general marketing materials, in press releases, on its website, and otherwise. Licensee will have the reciprocal right to use Evinced’s name and logos to identify Evinced as the provider of the LMS Content, subject to Evinced’s trademark usage guidelines.

Last Updated: Fri Apr 03 2026