EC-COUNCIL LEARNING ENTERPRISE TERMS

These terms govern the relationshipbetween the EC-Council entity and the Customer identified in the applicable Order Form (“Customer”/ “you”) for the Customer’s use of EC-Council's Learning Services (“Services”). Theseterms includeEC-Council Legal Documentation (collectively “Agreement”).

By procuring the Services you agree to be bound by the terms of this Agreement. The person agreeing to these terms on behalf of the Customer represents that they are authorized to bind the Customer, Affiliates of the Customer, its employees, directors, and shareholders and as such the Customer shall be liable for the acts and omissions of the Customer’s Affiliates, its employees, directors and shareholders.

Unless specified in the Order Form, no changes to this copy of the Agreement are agreed upon by EC-Council or EC-Council Affiliates.

Your continued use of the Services constitutes your acceptance of these terms. If you have any questions or queries, please reach out to your EC-Council Sales Representative.

Definitions

“Affiliate(s)” shall mean an entity that is under direct, indirect or common control of an engaging entity. For clarity, the term “Control” refers to the direct or indirect ownership or control of more than 50% of the voting interests of the engaging entity. Subsequently, the terms “EC-Council’s Affiliates” refers the affiliates directly, or indirectly, or commonly controlled or owned by EC-Council, and “Customer’s Affiliates” shall apply to the affiliates that are directly, indirectly, or commonly controlled or owned by the Customer;

“Account” shall mean the e-learning account created by the User on the Platform;

“API Connection” refers to an Application Programming Interface (API) connection that enables the integration of the Services with the Customer’s Learning Management System (LMS);

“Capture the Flag Challenges”/ “CTF Challenges” means the cybersecurity competition hosted by EC-Council or its affiliates on the Platform where the participants, based on their professional experience and expertise compete in security-themed challenges for the purpose of obtaining the highest score and are expected to “capture the flags”

“Certification” refers to the credentials earned by a Certified Member upon successfully completing a certification course offered by EC-Council and which is delivered through iLearn;

Certified Members” are the Users who have successfully completed and earned aCertification ;

“Certification Examination” is an assessment designed to evaluate aUser’s comprehension of EC-Council Official Courseware, leading to certification for the Program;

“Customer” shall mean the entity entering into an agreement with EC-Council for the purchase of Services for their employees;

“Customer Content” shall mean information, materials, etc. provided by Customer and/or its Users, regardless of form, including (without limitation) its trademarks, trade names, service marks, logos and designs, and images, graphics, and text, in connection with the use of Service;

“Data Subject” is an identifiable natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;

“EC-Council Legal Documentation” refers to the Terms of Use, Terms of Services (as applicable), Privacy Policy, and Data Processing Agreement located on https://www.eccouncil.org/legal/.

“EC-Council Official Courseware” shall mean EC-Council course materials, Certification Examination(s) vouchers, preparation materials, labs, instructor-slides, worksheets, drawings and/or diagrams related to such course materials and any accompanying materials for Certification

“Intellectual Property Rights” means any right in copyright, database rights, trade secrets, trademarks, tradename, logos, service marks, symbols, trade dress, design, circuit layout, know-how, show-how, plans, studies, concepts, methods, proposals, mathematical models, materials, articles, analysis, trial results, patents, and all rights and forms of protection of a similar nature or having equivalent effect to any of them which may subsist anywhere in the world, whether or not registered and including applications for registration of any of them, and including without limitation all and any goodwill inherent or generated in any of them;

“iLearn” shall mean asynchronous, self-study environment which delivers Certification in a streaming video format and includes the following components: (i) e-content with one-year validity; (ii) one examination voucher with one year validity; (iii) self-paced learning videos with one year validity; (iv) iLabs with six months’ validity;

“IMSCC file” means a standardized ZIP file format that allows components of the Services to be imported into the Customer’s Learning Management System (LMS);

“Labs” means interactive cyber-security environments comprisingof virtual machines that allow Users to practice the cybersecurity concepts and methodologies as part of the Services;

“Learning Management System” or “LMS” means a software application or web-based platform used by the Customer to access and utilize Services, in accordance with the terms of this Agreement.

“Learning Tools Interoperability” or “LTI” refers to a third-party interoperability standard that enables the Services to be launched and accessed within an LMS. LTI integration allows Users to seamlessly navigate between Services and other online tools within the LMS environment.

“Log-In Credentials” means the authentication credentials used to verify the identity of a User, which would grant them access to Services;

“Microdegree” means a structured programwhich may comprise of online videos, eBooks, cloud-based cyber ranges, lab manuals, assessments, or quizzes.

“Order Form” means the documents for placing orders executed mutually between EC-Council and the Customer from time to time, which may include specifications of the Services licensed to the Customer including the number of licenses purchased, the fees payable by the Customer for the Services and any other details of the order. Order Forms shall be deemed incorporated into this Agreement by reference;

“Personally Identifiable Data/Personal Data and/or Sensitive Data” means any information relating to an identified or identifiable natural person ('Data Subject');

“Platform” shall mean the EC-Council Learning platform used for accessing Services and viewing and subscribing to video course and delivering Services by EC-Council;

“SCORM File” or “Shareable Content Object Reference Model File” means a standardized file format that enables components of the Services to be imported into the Customer’s Learning Management System (LMS);

“Service(s)” shall mean the suite of services provided by EC-Council that enables the Customer and their Users to access EC-Council’s services as provided on the Platform, which may includeMicrodegree courses, shortcourses, iLearn,Labs, CTFchallenges ,and Certifications. The Service also includes any additional features or integrations that facilitate access to these resources, including but not limited to API connections, LTI (Learning Tools Interoperability), and/or LMS (Learning Management System) integrations;

“User” shall mean and include an authorized employee or contractor of the Customer who uses and accesses the Service; and

“User License” means the total number of individual licenses purchased by the Customer under the applicable license plan, which may be assigned to authorized Users for accessing the Services.

Services and Means of Provisioning.

EC-Council shall provide the Services to the Customer in accordance with the terms of this Agreement and as specified in the applicable Order Form. The Customer may subscribe to the Services based on its requirements. The Customer shall ensure that all authorized Users have read, understood, and accepted the EC-Council “Terms of Service.” To facilitate access to the Services, the Customer may opt for additional integration services, including but not limited to API Connections, LTI, and/or LMS integration. The terms and conditions governing such additional services shall be set forth in separate addendums, which are annexed hereto and form an integral part of this Agreement. Such addendums shall become effective upon the Customer opting for the respective integrations, and acceptance of any such integration shall be deemed to constitute the Customer’s acceptance of the corresponding addendum and its terms.

LicenseTiers and Additional Features.

LicenseTiers.EC-Council Learning offers different license options to the Customer, and the Customer may opt for any of the license plansbased on their requirements. The specific details of pricing, components will be provided in the Order Form.

Additional Features.Customer acknowledges that certain features or functionalities of Service may not be accessible licenseas per the license granted to the Customer, regardless of whether such features or functionalities are mentioned in the documentation, brochures, specification sheets, etc. Furthermore, Customer understands that accessing such features or functionalities may necessitate the payment of additional fees or the acquisition of supplementary licenses.

Users.

Log-In Credentials. Only individuals who are either employees or contractors of the Customer, as authorized by the Customer, are permitted to utilize the Services via Log-in Credentials shared by EC-Council, which shall be unique to each User and usage of Services are limited to the number specified in the relevant Order Form. Each User is required to maintain the confidentiality of their Log-in Credentials and must not share them with any other person. The Customer is responsible for ensuring that its Users comply with this Agreement. In the event of any compromise or unauthorized access to any Log-in Credentials, the Customer must promptly notify EC-Council. EC-Council may process Log-in Credentials in connection with the provision of Services or for EC-Council's internal business purposes.

Registration of Individual Users. Depending on the specific License Tiers, registered for, ordered, or renewed by the Customer, the Customer is entitled to designate one of its employees as an admin ("Admin"). The Adminas authorized by the Customer, will have the privilege to access User data and content, procure additional licenses, invite Users to utilize the Service's features, and manage Users through the administrative functionalities provided by the Platform. Upon execution of an Order Form, a predetermined number of employes/contractors may be registered as Users based on the User Licenses procured by the Customer and granted access to Service. It is the responsibility of the Customer or their designated Admin to distribute User License to the Users, who will subsequently be invited to register an Account and gain access to the Service.

Modification of User Count.: Except for Users availing Certification, the Customer or its designated Admin has the authority to include additional Users at any point during the Initial Term or any Renewal Term, as applicable. In order to access the Service, payment must be made immediately for each newly added User. The payment amount will be prorated based on the number of days remaining in the Customer's existing Term and will be paid by the Customer accordingly. It is important to note that the number of individual Users allowed in the Customer's subscribed to Service cannot be reduced during the Term, and no refunds will be granted for licenses that remain unused or unassigned.

Reallocation of User License:Except for Users availing Certification, the Customer shall have the right to reallocate User Licenses assigned under this Agreement. In the event thata User is no longer employed by the Customer , the Customer may, at its sole discretion, reassign the remaining term of that User License to another User, provided that such reallocation does not extend the original license term or increase the total number of User Licenses procured by the Customer under the relevant Order Form.

Non-Transferability of User Access. Except as permitted under Clause 4(d) above, the Customer acknowledges that access to the Services is intended solely for the individual Users designated by the Customer or its Admin. Unless otherwise expressly permitted in an applicable Order Form or under Clause 4(d), such access is non-transferable and may not be shared, transferred, or reassigned to any other individual. The Customer shall ensure that its Users do not provide or grant access to the Platform to any individual who is not a User.

Proctoring: Users may give Certification examinations: (a) via-remote proctoring services provided by EC-Council directly subject to additional fees as may be provided in the Order Form or any other Documentation; or (b) or via a third-party remote proctoring service provider which shall be designated by EC-Council.

Fees and Payments.

Fees and Payment Terms: The Customer is responsible for paying EC-Council the specified fees and any other amounts due under this Agreement, as outlined in the applicable Order Form, from the Start Date, irrespective of allocation of the licenses by the Customer. Unless otherwise stated in the Order Form, all amounts owed by the Customer must be paid within fifteen (15) days of the date of the invoice. Any unpaid amounts beyond the due date may incur finance charges equal to 2% of the outstanding balance per month or the maximum rate allowed by applicable laws, whichever is lower. The Customer agrees to reimburse EC-Council for any costs or expenses, including reasonable attorney fees, incurred in collecting unpaid amounts. All payments are to be made in USD, unless specified otherwise in the Order Form.

Excess Usage. If the Customer uses Service in violation of the granted scope, such as unauthorized rotation of User Licenses or adding active Users exceeding the limits specified in the Order Form, it may be considered "Excess Use." EC-Council reserves the right, at its sole discretion, to invoice the Customer for Excess Use at the rates defined in the applicable Order Form or, if not specified, at EC-Council's current list price for the features included in the Customer's plan for such Excess Use.

Taxes.The Customer is responsible for all taxes, duties, bank charges, and other governmental charges resulting from their purchase of the license, including any withholding taxes. The Customer agrees to pay any additional taxes necessary to ensure that the net amounts received by EC-Council, after deducting all taxes, are equal to the amounts that EC-Council would have been entitled to under the Order Formif such additional taxes did not exist.

Order Form and Billing: EC-Council or any of its Affiliates may issue an Order Form to the Customer, which shall include details such as the number of User Licenses, license term, billing, payment terms, and other relevant information. The Customer acknowledges and agrees that any EC-Council Affiliate is authorized to issue an Order Form for the Services, and the Customer shall make payments directly to the entity that issued the respective Order Form, in accordance with the terms specified therein.

All fees are non-cancellable and non-refundable.

Grant of License and Restrictions on Use.

Grant. Subject to the terms and conditions set forth in this Agreement, EC-Council grants Customer a limited, worldwide, non-exclusive, non-transferable license to allow use of Services by authorized Users as per number of User Licenses procured by the Customer. The Customer shall use the Services solely for internal purposes of the Customer. The details of the number of User Licenses procured by the Customer shall be captured in the Order Form. Customer acknowledges and agrees that any breach of the terms and conditions of this Agreement by any of its Users will be deemed a breach by Customer. Further, if the Customer violates any of the terms, the Customer’s rights under this section will immediately terminate, and EC-Council may terminate Customer’s access to Service or User Account without refund to Customer, in EC-Council’s sole discretion.

Restrictions on use. The Customer will use Services in compliance with applicable law and will ensure that each of their Users comply with applicable laws while using Services. Customer acknowledges that the Customer shall neither themselves nor procure to, without limitation:

use Services for any illegal purpose or in violation of any local, state, national or international law;

reverse engineer, modify, decompile, or disassemble, modify, adapt, translate, copy Service either whole or in part and/or any associated documentation or software made available as part of Services;

reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, capture, download, save, upload, print, or otherwise retain information and content available on the Platform and provided to Customer through Services;

permit unauthorized access to Customer’s Account;

remove, delete, obfuscate or modify any trademark or copyright notices and/or legends;

violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

use Services to violate the security or integrity of any network, computer or communications system, or breach the security mechanisms of the Platform. Such behavior may result in criminal or civil liability;

interfere with the operation of Services or any user’s enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service; (c) collecting or sharing personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

attempt to gain unauthorized access to the Platform or assist others to do so;

sell or otherwise transfer the access granted under this Agreement or any right or ability to view, access, or use any materials made available via the Service

post to the discussion forums or any other portion of the Platform any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, infringing, defamatory, or libelous content

archive, reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use (except as explicitly authorized in this Agreement and Terms of Service) content and information contained on or obtained from or through the Services

circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the Services;

use any robot, spider, scraper or other automated means to access the Services;

insert any code or product or manipulate the content of the Services in any way; or use any data mining, data gathering or extraction method;

upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Services, including any software viruses or any other computer code, files or programs.

Grant of License by the Customer: Customer shall be solely responsible for the accuracy of all Customer Content provided in connection with Customer’s use of Services. Customer grants limited, non-exclusive, irrevocable, and non-transferable right to use the Customer Content solely for the purpose of accessing and using Services. When accessing and using Services, Customer shall not include Customer Content that is illegal, harmful, obscene, offensive, inappropriate, libelous, tortious, defamatory, threatening, abusive, objectionable, infringing, hateful or that violates any applicable law or regulation, contract,privacy or any other third party right, or that otherwise exposes EC-Council to civil or criminal liability. Services may not be used in a manner which purposely alters or forges your identity for the purpose of creating a deception or impersonating identity information.

Modification of Service.

EC-Council reserves the right to make modifications or discontinuations to any or all of theService, including any Microdegrees, video courses or Certificationsprovided as part of the Services, either in part or in its entirety, with or without notice to the Customer. This includes the potential limitation or discontinuation of specific Service features. EC-Council shall not be held liable for any changes to the Service, including any paid functionalities, or for any suspension or termination of the Customer's access to the Service. To ensure the preservation of Customer Content, it is recommended that the Customer retains copies of any uploaded or input data in the Service, in case access to Customer Content is affected by future modifications to the Service.

Term and Termination.

This Agreement will become effective only after EC-Council notifies the Customer of its acceptance of the Order Form. This notification—sent in writing or electronically—may also include access details for the Platform. The Agreement shall be deemed accepted and binding on both parties from the date of this notification. Each Order Form will remain in effect for the duration specified in it (“ Order Term”), and may be terminated only as provided under Section 8(b) .

Termination for Material Breach. Either party may terminate this Agreement or any Order Form if the other party fails to cure a material breach within thirty (30) days of receiving written notice of the breach. Termination will be effective upon written notice, subject to the mentioned cure period. Notwithstanding the foregoing, EC-Council may immediately terminate the Agreement, suspend Users' access to the Service, or take legal action if it reasonably believes that Customer has breached licensing terms or EC-Council's intellectual property rights. If Customer fails to pay fees on time, EC-Council may suspend access to the Service under all Order Form(s) until payment is received.

Termination for Bankruptcy or Insolvency. Either Party may terminate this Agreement and associated Order Form(s) if the other Party ceases to do business in the ordinary course or is insolvent, or is declared bankrupt, or is the subject of any liquidation or insolvency proceeding.

Post-Termination Obligations. If this Agreement is terminated for any reason, (a) Customer will pay to EC-Council any fees or other amounts that have accrued prior to the effective date of the termination, (b) any liabilities accrued prior to the effective date of the termination will survive, and (c) the following clauses – Clause 6(b), 8(d), 9, 10, 11, 12, 13, 14, 17, 19, 20 – shall survive the termination of an Order Form or this Agreement.

Covenants by Parties:

Parties will comply with all applicable laws and regulations pertaining to Services including without limitation the applicable data protection laws such as GDPR including its amendments from time to time and the protection of trademarks and copyrights.

Customer will ensure each of their User must keep the Log-In Credentials in connection with the use and access of Service confidential and not disclose any such credentials to any third party. Each Log-In credential shall be unique and allows only one User to access Service and/or Platform. The Customer and/or its User(s) shall not share one User’s credentials at any cost with any other User and/or with any third party. In addition,the Customer shall promptly notify EC-Council in the event of any accidental disclosure of Log-In Credentials or upon the termination of any User who had access to such credentials, so that the credentials can be deactivated orchanged if the User License has been reallocated to another User for the remaining term of the license. EC-Council is not responsible for (i) User’s access to the Internet, (ii) interception or interruptions of communications through the Internet, (iii) changes or losses of data through the Internet, or (iv) your hardware capacity and/or its conditions to run Service.

The Customer acknowledges that EC-Council may suggest licenses to Customer based on the information and preferences the Customer provides regarding their Users’ skills and desired career path. However, EC-Council will not be held accountable or liable for any licenses the Customer chooses to subscribe. It is sole responsibility of the Customer to assess the appropriateness of a license as per their requirement. EC-Council provides recommendations, but the final decision and suitability of the license rests with the Customer. No refunds shall be provided in this situation.

Confidentiality.

Customers acknowledge that the Service and related documentation, tools, metadata, trade-secret, source code, and other confidential information, if any, that may be provided by EC-Council or its authorized representative (collectively "Confidential Information") is confidential information of EC-Council.

Customer agrees not to disclose the Confidential Information to third parties or use the Confidential Information other than in connection with its license rights under this Agreement. Customer will use at least the same security measures as the Customer uses to protect their own confidential and trade secret information but no less than reasonable measures to protect the Confidential Information. Confidential Information shall not include information:

already in your possession at the time of disclosure,

that is or later becomes part of the public domain through no fault of yours, or

is required to be disclosed pursuant to law or court order provided that you shall notify EC-Council prior to such required disclosure and assist EC-Council in preventing or limiting such required disclosure.

Customer agrees and acknowledges that any breach of the provisions regarding ownership or confidentiality contained in this Agreement shall cause EC-Council irreparable harm and EC-Council may obtain injunctive relief as well as seek all other remedies available to EC-Council in law and in equity in the event of breach or threatened breach of such provisions.

If the Customer provides EC-Council with any information marked as confidential for the purpose of receiving the Services, EC-Council shall maintain the confidentiality of such information for the Term of the Agreement and shall not disclose it to any third party, except as required to provide the Services or as otherwise required by law.

Intellectual Property.

The Customer agrees that all the materials, documents, products, and services, including all copyrights, trademarks, patents, trade secrets and other intellectual property, whether registered or un-registered, or in the application process developed by EC-Council and provided through Services are the property of EC-Council, its Affiliates, directors, officers, employees, agents, suppliers, or licensors.

Customer acknowledges that the software, the technology underlying Services, and all other software, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, and other data or copyrightable materials, including the selection and arrangements thereof, provided or made available to Customer in connection with Service are the proprietary property of EC-Council and/or its affiliated and/or third party providers and suppliers (the "Third Parties"). Unless otherwise specified, when any content is downloaded to your computer and/or any other device, the Customer does not obtain any ownership interest in such content or any use of the content for any other purpose. EC-Council reserves all rights not expressly granted to the Customer.

The Customer agrees that they will not reproduce or redistribute EC-Council’s Intellectual property in any way.

Warranties and Disclaimer.

Mutual Warranties. Each Party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitute a valid and binding agreement enforceable against such Party in accordance with its terms and (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery, or performance of these terms.

EXCEPT FOR ANY EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 12 OR AN ORDER OR ADDENDUM, EC-COUNCIL MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. EC-COUNCIL EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. EC-COUNCIL DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICE. EC-COUNCIL DOES NOT WARRANT THAT THE SERVICE,PLATFORM ARE ERROR-FREE OR THAT OPERATION OF THE SERVICE WILL BE SECURE OR UNINTERRUPTED. EC-COUNCIL DOES NOT WARRANT THAT ANY INFORMATION PROVIDED BY THE SERVICE OR PLATFORM IS ACCURATE OR COMPLETE OR THAT ANY SUCH INFORMATION WILL ALWAYS BE AVAILABLE. EC-COUNCIL EXERCISES NO CONTROL OVER, AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF, CUSTOMER’S USE OF THE SERVICE OR PLATFORM..

Indemnification

By EC-Council: EC-Council shall defend the Customer against any third-party claim alleging that the Services provided under this Agreement infringe such third party’s Intellectual Property Rights or EC-Council’s breach of applicable laws and shall indemnify the Customer against any resulting damages, reasonable legal fees, and related costs and expenses (“Losses”) that are finally awarded by court of competent jurisdiction or settled with EC-Council’s consent. If any portion of the Services becomes, or in EC-Council’s reasonable opinion is likely to become, the subject of such infringement claim, EC-Council may, at its discretion and expense:

modify the Services to make them non-infringing without materially reducing their functionality;

obtain a license to allow continued use of the Services by the Customer; or

terminate the affected Order Form(s) or this Agreement and issue a pro-rated refund for any Services not delivered beyond the termination date.

This clause sets out EC-Council’s entire liability and the Customer’s exclusive remedy with respect to any claim that the Services infringe third-party intellectual property rights. EC-Council shall have no obligation under this clause if the claim arises from:

use of the Services by the Customer in violation of the terms of this Agreement; or

modification of the Services by or on behalf of the Customer without EC-Council’s prior written approval.

Customer’s indemnity:

The Customer shall indemnify and hold EC-Council and its Affiliates harmless from any and all claims, liabilities, losses, expenses or demands, including reasonable legal fees, based on, arising from, or otherwise related to (a) Customer’s breach or violation of any of the provisions of this Agreement, including licensing terms and covenants; (b) use of EC-Council of the Customer Content (; (c) any infringement or misappropriation by Customer ofEC-Council’s Intellectual Property Rights; (e) Customer or its employee’s negligence, act, omission or willful misconduct under this Agreement, or (f) breach of applicable laws.

Each Party shall be liable to the User/ Data Subject, and the User/Data Subject shall be entitled to receive compensation, for any material or non-material damages that the Party causes the Data Subject by breaching the third-party beneficiary rights under the terms of this Agreement or Data Processing Agreement that is incorporated by reference into this Agreement. The Customer further acknowledges that if EC-Council is held liable for any third-party claims relating to breach of third-party beneficiary rights then EC-Council shall be entitled to claim back from the Customer that part of the compensation corresponding to their responsibility for the damage.

Mutual Limitation of Liability.

Neither party shall be liable for any loss of profits, income, savings, or for any consequential, incidental, special, punitive, or indirect damages, whether arising out of contract, tort, warranty, or otherwise, even if such damages were foreseeable or the party had been advised of the possibility of such damages.Under no circumstances will EC-Council be liable for any loss of data stored in, or in connection with, a service.

Except for their indemnity obligations provided in Clause 13, each party’s total aggregate liability to the other party shall not exceed the total amount actually paid by the Customer to EC-Council in the twelve (12) months preceding the event giving rise to the claim.

Export Laws.

Customer may not use or otherwise export or re-export EC-Council Learning Services except as authorized by United States law and the laws of the jurisdiction in which EC-Council Learning Services were obtained. Without limitation, EC-Council Learning Services may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using EC-Council Learning Services, you represent and warrant that you are not located in or under control of, or a national or resident of any such country or on any such list.

Anti-Corruption.

Neither party has received, nor has been offered, any unlawful or improper bribe, kickback, payment, gift, or item of value from any employee or representative of the other party in relation to this Agreement. However, customary gifts and entertainment provided in the ordinary course of business shall not be deemed a violation of this restriction.

Data Security.

By Customer. The Customer is solely responsible for ensuring that the Customer Content generated via Service is appropriate for Customer’s intended use and Customer is solely responsible to maintain the security of Customer Content

By EC-Council.If and to the extent that the EU Directive 95/46/EC, the EU General Data Protection Regulation (EU) 2016/679 (together with any transposing, implementing, or supplemental legislation, “GDPR”), and/or any other applicable data protection and privacy laws apply to the processing of Personal Data (as defined under the GDPR or relevant legislation), EC-Council shall process such Personal Data on behalf of the Customer in accordance with a Data Processing Agreement (“DPA”), which is incorporated by reference into this Agreement.

Third-Party Terms and Linked Websites.

Third-party Services and Linked Websites:EC-Council may offer tools within the Services that allow you to export information, including Customer Content, to third-party services. This can be done through features like linking your Account with accounts on platforms such as Twitter or Facebook, or by utilizing third-party buttons like "like" or "share." By using these tools, you authorize EC-Council to transfer the information to the respective third-party service. Please note that third-party services operate independently from EC-Council, and to the maximum extent permitted by law, EC-Council assumes no responsibility for how these services utilize your exported information. Services may also contain links to third-party websites. These linked websites are not under the control of EC-Council, and EC-Council is not liable for their content. It is advisable to review the terms of use and privacy policies of any third-party services before sharing Customer Content or information with them. Once sharing occurs, EC-Council will have no control over the shared information.

Third-Party Software. Service may include or incorporate third-party software components, commonly available under licenses that grant recipients broad rights to copy, modify, and distribute such components ("Third-Party Components"). While the Service is provided to you under this Agreement, it does not restrict or prevent you from obtaining Third-Party Components under the relevant third-party licenses.

Governing Law.

This Agreement shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by the laws of Singapore, without reference to principles of conflict of laws thereof. Judicial proceedings regarding any matter arising under the terms of this Agreement shall be brought solely in the courts of Singapore. Customer understands and agrees that, by entering into this Agreement, Customers and its Users are waiving the right to a trial by jury or to participate in a class action. To the extent permitted by applicable law, Customer agrees that any proceedings or disputes shall be resolved on an individual basis whether in arbitration, in court or otherwise. Customer shall not seek to have any dispute heard as a class action, a representative action, a collective action, a private-attorney general action or in any proceeding in which Customer acts or tends to act in a representative capacity.

Dispute Resolution.

EC-Council would prefer resolving disputes in an informal manner and Customer agrees to allow EC-Council an opportunity to resolve their issues and any dispute before initiating a formal action whether in court or arbitration. Parties agree to follow the following pre-arbitration and/or litigation resolution procedure:

Except for disputes related to payments, Customers may email EC-Council with the full details of the dispute and issue by providing the following details at [email protected] - (I) Customer’s full name and address (ii) date of signing of the Agreement and Order Form (iii) a written description of Customer’s claim and the issue (iv) the remedy that Customer’s ought to seek. In case EC-Council is unable to resolve Customer’s claims and the dispute within 120 days of receiving Customer’s email, Customer may pursue their dispute under arbitration as provided in Clause 20 (c) below. Customer may pursue only those matters via arbitration that cannot be resolved in the manner provided in this section.

Any dispute or claim relating in any way to your use of Services will be resolved by binding arbitration, to be submitted to the Singapore International Arbitration Centre ("SIAC") for arbitration in accordance with its rules in force at the time of application for arbitration ("Arbitration Rules"). The venue for such arbitration shall be Singapore and language shall be English.

Assignment.

The Customer and/or User shall not transfer their right to access and use the Service to any third party.

Publicity.

EC-Council reserves the right refer to Customer as one of its Customer on EC-Council Learning website and in other marketing material, including a joint press release. Customer grants permission to EC-Council to use Customer’s trademark and/or logo on EC-Council Learning’s website, or any other marketing material solely for the purpose of referring to Customer. The Customer will retain all title and rights to such trademarks and/or logos and EC-Council shall use Customer’s trademarks and/or logos only for the purpose as defined herein. The Customer may promptly notify EC-Council in writing at [email protected] should they have a good faith belief that their trademark or logo as being used on EC-Council Learning’s website is beyond the scope of authorization granted or may be infringing upon Customer’s rights. EC-Council strongly recommends that the Customer amicably discusses the issue regarding use of Customer Content with us before initiating any formal dispute.

Force Majeure.

Except for payment obligations, neither party will be responsible for failure of performance due to an event beyond the affected party’s reasonable control, including accidents, severe weather events, acts of God, actions of any government agency, endemic and/or pandemic, acts of terrorism, or the stability or availability of the Internet or portions thereof.

Subcontractors (including Other EC-Council Entities)

EC-Council may use other EC-Council Affiliates (each of which is a separate legal entity) to provide EC-Council Learning Services. We remain solely responsible for EC-Council Learning Services.

The Customer agrees, and shall ensure that its subsidiaries, affiliates, and related entities do not bring any claim (including negligence) against EC-Council or any of its Affiliates in connection with the provision of the EC-Council Learning Services, except against the specific EC-Council entity identified in the applicable Order Form. All disputes shall be subject to the provisions set forth in Clause 20.

Clause 24 is for the benefit of other EC-Council Affiliates. Customer agrees that each of the other EC-Council entities may rely on clause 24 as if they are a party to this Agreement. Each Affiliate that assists in providing EC-Council Learning Services relies on the protection in clause 24.

Survival.

In addition to the provision under Clause 8(d), the provisions of this Agreement which by their terms call for performance subsequent to termination of the Agreement or an Order Form, shall so survive such termination, whether or not such provisions expressly state that they shall so survive.

Waiver.

Failure to enforce any right under this Agreement will not waive that right.

Entire Agreement.

This Agreement, including relevant Order Forms, addendums, amendments, and any annexures constitutes the entire agreement between the parties with respect to the use of the EC-Council Learning Services hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter.

Amendment; Modifications.

No amendment to or modification of this Agreement will be binding unless in writing and signed by EC-Council. The parties hereto confirm that they have requested that this Agreement and all related documents be drafted in English. Should this Agreement be translated into any other language then in case of conflict, the English version of this Agreement shall always prevail over translated version.

Addendums:

The LTI, LMS, and API Integration Addendums incorporated into this Agreement shall become applicable to the Customer upon the Customer’s use of such integration services or if specified in the Order Form. If the Customer wishes to avail any of these integration services and they are not already specified in the Order Form, the Customer shall either raise a new Order Form or notify EC-Council accordingly. The terms of the relevant Addendum shall be deemed accepted and binding on the Customer upon the use of the respective integration service, regardless of whether a separate Order Form has been issued.

Order of Precedence

In this Agreement, the following documents will be read in the following order of preference (in order from highest to lowest):

Order Form

Addendums

Terms

EC-Council Legal Documentation

other documents created in accordance with this Agreement or incorporated by reference

LEARNING MANAGEMENT SYSTEM (LMS) ADDENDUM

This Addendum shall come into effect on the date the Customer starts using the benefits as outlined here and will be incorporated as part of the Agreement.

For the purposes of this Addendum, EC-Council shall provide the Services and their components in an IMSCC file format (“LMS Materials”), which the Customer may upload to its Learning Management System (LMS) solely to make such materials accessible to Users for their personal, non-commercial use. Any use of the LMS Materials beyond this defined purpose under the Agreement (the “Purpose”), including general production or broader distribution, is strictly prohibited.

Definitions

For the purpose of this Addendum, the capitalized terms shall have the same meaning as provided in the “Definition” clause of the Agreement.

Effective Date

This Addendum shall come into effect on the date the Customer starts using the benefits as provided herein.

Customer’s Obligations, Representations and Covenants:

The Customer shall not copy or distribute Services and/or LMS Materials for purposes other than for the purpose defined in the Agreement and this Addendum.

The Customer shall not analyze, decompile, reverse engineer, reproduce, or assist any third party to analyze, decompile or reverse engineer any information/material that belongs to EC-Council, including but not limited to the Services, LMS Materials for any purpose whatsoever.

The Customer shall not replicate any of the components of Services or LMS Materials in any other e-learning, mobile, electronic, or video- based learning platform, except as authorized under this Agreement. The Customer shall not create any derivative works including but not limited to ancillary products such as lab solutions, video solutions, and e- learning solutions, of the Services without the written consent of EC-Council.

The Customer shall ensure it shall not distribute, transmit, sell, publish, reproduce, replicate the LMS Materials whether partly or fully, in any form or medium and shall not divulge the content of LMS Materials other than for the defined Purpose to any person.

The Customer shall use the LMS Materials only in conjunction with the official the Services and not in isolation.

The Customer shall not bundle LMS Materials or Services with any other third party services.

The Customer shall only integrate the LMS Materials in the LMS being used by Customer upon prior written authorization by EC-Council.

The Customer covenants that the LMS Materials may contain EC-Council’s logo or watermark. The Customer shall not remove or blur the embedded EC-Council logo or watermark in the Confidential Information provided to the Customer by EC-Council.

The Customer acknowledges that all EC-Council materials are copyrighted and may not be reproduced, copied, or provided in any manner other than approved distribution under this Agreement. EC-Council reserves the right in its sole discretion to require the removal of EC-Council’s materials, including but not limited to courses, video courses, LMS Materials from any site which EC-Council deems unacceptable or inconsistent with EC-Council’s policies.

To the extent permitted by applicable Law, Customer shall not and shall prevent “grey market” sales of LMS Materials and/or Services and, at a minimum, utilize safeguards, not lesser than the safeguards adopted by the Customer to safeguard its own proprietary materials, to prevent such “grey marketeering”.

The Customer acknowledges that the LMS Materials and other EC-Council materials are proprietary information of EC-Council which are unique and valuable and any threatened breach or actual breach of proprietary information may result in immediate and irreparable harm, damage and/or injury to EC-Council for which there might not be an adequate remedy at law; therefore, the Parties agree that in the event of a breach or threatened breach of this Agreement, EC-Council shall be entitled to seek an injunction or any other order of a court of competent jurisdiction in addition to, and not in lieu of, any other available legal or equitable remedies.

Term andTermination

The term of this Addendum shall be coterminous with the term of the Agreement or Order Form(s), however termination of this Addendum shall not affect the validity of the Agreement.

Termination : Either party shall have the right to terminate this Addendum by giving thirty (30) days’ notice to the other party without interaction of the courts. Further, EC-Council shall have the right to terminate the Addendum immediately in the event of a breach of any of the terms and conditions contained herein.

Upon termination of the Agreement or the Addendum, the Customer shall return and/or destroy all the proprietary information, LMS Materials, including but not limited to the back-up copies of EC-Council’s proprietary materials, if any, immediately upon request by EC-Council. Any destruction that is carried out shall be certified in writing to EC-Council by the authorized officer or director of the Customer supervising such destruction. To the extent destruction is not reasonably practicable due to significant time and costs associated with inactive electronic data or data in other storage devices, the Customer hereto agrees to continue to comply with the protections set forth herein until it is returned or destroyed.

Upon termination of this Addendum, all payment obligations shall become due immediately.

LEARNING TOOLS INTEROPERABILITY (LTI) ADDENDUM

This Addendum shall become effective on the date the Customer begins using the benefits outlined herein and shall be deemed incorporated into the Agreement. It sets forth the terms and conditions under which the Customer is authorized to enable User access to the Services via LTI integration.

Definitions

For the purpose of this Addendum, the capitalized terms shall have the same meaning as provided in the “Definition” clause of the Agreement, unless specifically defined herein:

Effective Date and Term

This Addendum shall come into effect on the date the Customer starts using the benefits as provided herein. The term of the Addendum shall be coterminous with the Agreement or the Order Form. However, EC-Council reserves the right to terminate this Addendum, by giving thirty (30)-day notice to the Customer, without any liability thereof.

Terms of integration:

EC-Council grants the Customer a non-exclusive, non-transferable, limited license to access and use the Platform via LTI integration solely for the purpose of delivering the Services to its Users.

EC-Council shall provide the Customer with the necessary credentials, documentation, and technical support to enable LTI integration with the Customer’s LMS.

ToolDescription,includingspecificapplication(s)and/orproduct(s) names shall be provided in the relevant Order Form capturing the details of LTI integration.

The Customer is responsible for the integration of the Platform LTI link into its LMS, ensuring compatibility and functionality. The Customer must ensure that the integration complies with LTI standards and does not negatively impact the performance or security of the Platform.

The Customer agrees to adhere to all LTI guidelines and standards as provided by EC-Council and IMS Global Learning Consortium.

The Customer agrees and acknowledges that they agree to be billed on actual usage basis post LTI integration of the resources to their LMS, whether or not such usage is provided in an itemized invoice and/or Order Form.

The Customer agrees that they shall be provided with full trust, billable consumption links only once they have tested the staging links in their own environment. The Customer shall be solely responsible for testing the staging or full trust billable consumption links on their environment.

By testing the staging links, accepting the full trust and billable links and by utilizing the resources monthly, the Customer agrees to be bound by the terms of this Addendum and the payment obligation for the actual usage of the resources on the Platform.

All data generated or collected through the use of the Platform via LTI, including User data, course progress, and performance metrics, shall remain the property of EC-Council.

Customer is granted limited rights to access and use this data solely for the purpose of providing the Services to Users. Any other use, including data mining or analytics, requires prior written consent from EC-Council.

The Customer must implement and maintain appropriate security measures to protect the data exchanged through LTI integration from unauthorized access, disclosure, or alteration.

The Customer agrees to keep all LTI credentials, documentation, and other proprietary information confidential and not to disclose it to any third party without the prior written consent of the Customer.

Termination:

Either party shall have the right to terminate this Addendum by giving thirty (30) days’ notice to the other party without interaction of the courts. Further, EC-Council shall have the right to terminate the Addendum immediately in the event of a breach of any of the terms and conditions contained herein.

Upon termination of the Agreement or the Addendum, the Customer shall return and/or destroy all the proprietary information, including but not limited to the back-up copies of EC-Council’s proprietary materials, if any, immediately upon request by EC-Council. Any destruction that is carried out shall be certified in writing to EC-Council by the authorized officer or director of the Customer supervising such destruction. To the extent destruction is not reasonably practicable due to significant time and costs associated with inactive electronic data or data in other storage devices, the Customer hereto agrees to continue to comply with the protections set forth herein until returned or destroyed.

Upon termination of this Addendum, all payment obligations shall become due immediately.

APPLICATION PROGRAMMING INTERFACE (API) CONNECTIONS ADDENDUM

This Addendum shall become effective on the date the Customer begins utilizing the benefits outlined herein and shall be incorporated into, and form an integral part of, the Agreement. It sets forth the terms and conditions under which the Customer is authorized to facilitate User access to the Services through API integration. For the purposes of this Addendum, “Documentation” refers to any related documentation, guidelines, or materials provided by EC-Council in connection with the use of the API.

Purpose

This Addendum sets forth the terms and conditions under which the Customer is authorized to enable User access to the Platform via API integration.

Terms and Conditions:

Subject to the terms and conditions of this API Addendum, EC-Council grants Customer a non-exclusive, non-transferable, revocable license to use the API and Documentation solely for the purpose of integrating and interacting with Services.

Customer shall not, without the express written consent of EC-Council, (a) sublicense, sell, lease, or otherwise transfer the API or Documentation to any third party; (b) reverse engineer, decompile, disassemble, or attempt to derive the source code of the API; (c) modify, adapt, or create derivative works from the API; (d) use the API in any manner that violates applicable laws or regulations.

EC-Council retains all rights, title, and interest in and to the API and Documentation, including all intellectual property rights.

The Customer may provide feedback regarding the API. EC-Council may use such feedback without any obligation to Customer.

EC-Council may provide support and maintenance for the API at its discretion. Customer agrees that EC-Council has no obligation to provide any updates, upgrades, or support unless explicitly stated

The Customer will comply with all applicable law, regulation, and third-party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws). The Customer will not use the API to encourage or promote illegal activity or violation of third-party rights. The Customer will not violate any other terms of service with EC-Council.

EC-Council sets and enforces limits on your use of the APIs (e.g. limiting the number of API requests that you may make or the number of users you may serve), in our sole discretion. Customer agrees to, and will not attempt to circumvent, such limitations documented with each API. If Customer would like to use any API beyond these limits, Customer must obtain EC-Council’s express consent (and EC-Council may decline such request or condition acceptance on Customer’s agreement to additional terms and/or charges for that use). To seek such approval, contact your account manager.

When using the APIs, the Customer may not (or allow those acting on your behalf to):

Sublicense an API for use by a third party. Consequently, Customer will not create an API that functions substantially the same as the APIs and offer it for use by third parties.

Perform an action with the intent of introducing to EC-Council products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.

Interfere with or disrupt the APIs or the servers or networks providing the APIs.

Reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.

Term andTermination

The term of this Addendum shall be coterminous with the term of the Agreement, however termination of this Addendum shall not affect the validity of the Agreement.

Upon termination of this Addendum, all payment obligations shall become due immediately.

Cybersecurity

Vulnerability Assessment and Pentesting

Security Architecture and Operations

Industrial Security Controls

Governance, Risk, and Compliance

Artificial Intelligence

Data Science

Cloud Security

DevSecOps

Software Development

EC-COUNCIL LEARNING ENTERPRISE TERMS

LEARNING MANAGEMENT SYSTEM (LMS) ADDENDUM

LEARNING TOOLS INTEROPERABILITY (LTI) ADDENDUM

APPLICATION PROGRAMMING INTERFACE (API) CONNECTIONS ADDENDUM