This Master Subscription Agreement (“Agreement”) governs Your Subscription and use of THORS Academy.

By executing this Agreement, you agree to the terms of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms "You" or "Your" shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these terms and conditions, You must not accept this Agreement and may not use the services.

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement is effective between You and Us as of the date of Your signature below.

"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Portal" means the web applications located at the online learning management system and academy courses located at https://thors-academy-lms.magni.ai/signin or at any successor websites.

"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

"Non-THORS Applications" means online applications and offline software products that are provided by entities or individuals other than Us.

"Order Form" means the documents for placing orders hereunder, including addenda thereto, that are entered into between You and Us in writing, including addenda and supplements thereto. Order Forms shall be deemed incorporated herein by reference.

"Purchased Services" means Services that You or Your Affiliates purchase under an Order Form.

"Services" means the products and services that are ordered by You under an Order Form and made available by Us via fax or email, including associated offline components.

"Services"exclude Non-THORS Applications.

"Terms of Use" means the Terms of Use that accompany the Order Form that are agreed to at time of Order Form acceptance.

"Users" or "Learners" means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by Us at your request. Users may include and are not limited to Your employees and Your Affiliates.

"We," "Us" or "Our" means the THORS, LLC company described in Section 12 (Notices, Governing Law and Jurisdiction).

"You" or "Your" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.

2.1 Provision of Purchased Services.We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Order Form(s) during a subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features

2.2 Subscriptions.Unless otherwise specified in the applicable Order Form, (i) access to Services is purchased as subscriptions for Learners for the online learning management system and academy courses, (ii) Services are purchased as an annual corporate license for the learning management system and the courses indicated in the applicable Order Form, (iii) Services can also be purchased on demand for each Learner through the catalog within the learning management system, (iv) additional Learners may be added during the applicable subscription term at the same pricing per Learner at the price stated in Your Order Form, (v) Learners are purchased at the one-time rate as indicated in Your Order Form and can access the Services as long as the corporate subscription is active, (vi) Learners are for authorized Users only and cannot be shared or used by more than one User, (vii) it is Your responsibility to inform Us if a Learner should be deactivated so they no longer have access to the Services under Your corporate subscription, (viii) additional courses may be added during the applicable corporate subscription, prorated for the remainder of the subscription term in effect at the time the additional course is added (any partial month shall be treated as a full month for pricing purposes), (ix) the added course shall terminate on the same date as the pre-existing corporate subscription.

3.1 Our Responsibilities.We shall: (i) provide Our basic support for the Purchased Services to You at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 business hours (Eastern time, 8:00am-5:00pm) notice via email or the Purchased Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Eastern Time), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service provider failures or delays, or denial of service attacks, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations. We will not issue any credits or refunds to You for any time periods when Services are not available.

3.2 Learner Tracking. Data stored to track the progress of Your Learners during use of the Services will be retained unless you specifically request deletion of this Data. Learners progress is stored along with attained course certificates for active, suspended, and deactivated Learners.

3.3 Your Responsibilities. You shall (i) be responsible for Users’ compliance with this Agreement, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify Us promptly of any such unauthorized access or use, and (iii) use the Services only in accordance with the Terms of Use, effective as of the date of your execution of this Agreement. You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (f) attempt to gain unauthorized access to the Services or their related systems or networks, (g) use the Services for anything that, in Our reasonable judgment, is harassing, defamatory, abusive, lewd, pornographic, obscene or otherwise objectionable, (h) install or cause to be installed any viruses, worms, bugs, Trojan horses, malware or other code, files or programs designed or having the capability to disrupt, damage or limit the functionality of any software or hardware, or (i) use content that has false or deceptive language, unsubstantiated or comparative claims regarding Our or others’ products, services, advertising, commercial referrals, spam, chain letters, or any other solicitation, including solicitation of lawsuits. We have the right to immediately remove, without prior written notice to You, any content that We find to be in violation of this Section 3.3.

4.1 Acquisition of Non-THORS Products and Services. No purchase of Non-THORS products or services is required to use the Services except a supported computing device, operating system, web browser and Internet connection.

5.1 Recurring Fees. You shall pay all recurring fees specified in Your Order Form(s). Except as otherwise specified herein or in an Order Form, (i) recurring fees are based on Services purchased and not actual usage, (ii) payment obligations are non-cancelable and recurring fees paid are non-refundable, and (iii) the number of courses purchased cannot be decreased during the relevant subscription term stated on the Order Form.

5.2 Non-Recurring Fees. You shall pay all non-recurring fees as indicated in Your Order Form(s). Except as otherwise specified herein or in an Order Form, (i) non-recurring fees are based on activation for a new Learner, (ii) payment obligations are non-cancelable and non-recurring fees paid are non-refundable, and (iii) new Learner activation or other non-recurring fees as stated in Your Order Form(s) will be invoiced monthly or on demand when requested by You. Payment is expected as specified in Your Order Form(s) or as specified in Section 5.3 (Invoicing and Payment).

5.3 Invoicing and Payment. You will provide Us with a valid purchase order or alternative document reasonably acceptable to Us, or valid and updated credit card information. If You provide credit card information to Us, You authorize Us to charge such credit card for all Services listed in the Order Form(s) for the initial subscription term and any renewal subscription term(s) as set forth in Section 11.2 (Term of Purchased Subscriptions) and any non-recurring fees incurred during your subscription term. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Invoiced charges are scheduled with payment terms of Due Upon Receipt. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

5.4 Suspension of Service and Acceleration.If any amount owing by You under this Agreement or any other agreement for Our Services is 30 or more days overdue, We may, without limiting Our other rights and remedies, suspend Our Services to You until such amounts are paid in full. We will give You at least 7 days’ prior notice that Your account is overdue, in accordance with Section 12.1 (Manner of Giving Notice), before suspending Services to You.

We will give You at least 7 days' prior notice that Your account is overdue, in accordance with Section 12.1 (Manner of Giving Notice), before suspending Services to You.

5.5 Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder.

6.1 Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

6.2 RestrictionsYou shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivate works based on the Services except as authorized herein, (iii) copy, frame or mirror any part or content of the Services, (iv) reverse engineer the Services, (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services, or (vi) use the Services in any way that is against the law.

6.3 Suggestions We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services. No royalties or payments will be provided for the submission of ideas and feature proposals. Any ideas and feature proposals provided to THORS, LLC become the property of THORS, LLC.

7.1 Definitions of Confidential Information.As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without reliance or use of the Disclosing Party’s Confidential Information.

7.2 Protection of Confidential Information The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

7.3 Compelled Disclosure.The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

8.1 Our Warranties. We warrant that (i) We have validly entered into this Agreement and have the legal power to do so, and (ii) the Services shall perform materially in accordance with the terms of this Agreement. For any breach of a warranty above, Your exclusive remedy shall be as provided in Section 11.3 (Termination for Cause) and Section 11.4 (Refund or Payment upon Termination) below.

8.2 Your Warranties. You warrant that You have validly entered into this Agreement and have the legal power to do so.

8.3 Disclaimer.The material you find on the THORS website is provided “as-is.” Except as expressly provided herein, we do not make any warranties of any kind, whether express, implied, statutory or otherwise, and We specifically disclaim all implied warranties, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose, expectation of privacy or noninfringement.

9.1 Indemnification by Us.We shall defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against You"), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 8.1 (Our Warranties) above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term after the effective date of termination.

9.2 Indemnification by You.You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your use of the Services in breach of this Agreement and not caused by our design or provisions of the Services that would fall into the indemnification in Section 9.1 (Indemnification by Us), infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a "Claim Against Us"), and shall indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense.

9.3 Exclusive Remedy.This Section 9 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section.

10.1 Limitation of Liability. Neither party’s liability with respect to any single incident arising out of or related to this Agreement (whether in contract or tort or under any other theory of liability) shall exceed the amount paid by You to Us hereunder in the 12 months preceding the incident creating the liability.

10.2 Exclusion of Consequential and Related Damages.In no event shall any party have any liability to the other party for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages.

11.1 Term of Agreement.This Agreement commences on the date of Your signature below and continues for the term indicated on Your Order Form.

11.2 Term of Purchased Subscriptions.Subscriptions purchased by You as indicated in Your Order Form commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein.

11.3 Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

11.4 Refund of Payment upon Termination.Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination, unless the use of services for such time was not available.

11.5 Surviving Provisions.Section 5 (Fees and Payment for Purchased Services), 6 (Proprietary Rights), 7 (Confidentiality), 8.3 (Disclaimer), 9 (Mutual Indemnification), 10 (Limitation of Liability), 11.4 (Refund or Payment upon Termination), 12 (Notices, Governing Law and Jurisdiction) and 13 (General Provisions) shall survive any termination or expiration of this Agreement.

12.1 Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You.

12.2 Governing Law and Jurisdiction.This Agreement, and all provisions hereunder, shall be construed in accordance with, and governed by the laws of the State of Ohio. The parties agree that any litigation brought by either party shall be filed exclusively in the state and federal courts having jurisdiction in Summit County, Ohio, and the parties hereby consent to the jurisdiction of such courts and waive all questions of jurisdiction and venue.

12.3 Waiver of Jury Trial.Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

13.1 Export Compliance. The Services, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use Services in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.

13.2 Anti-Corruption.You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department (legalcompliance@thors.com).

13.3 Relationship of the Parties.The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

13.4 No Third-Party Beneficiaries.There are no third-party beneficiaries to this Agreement.

13.5 Waiver.No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

13.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

13.7 Assignment.Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.8 Entire Agreement.This Agreement, including all exhibits and addenda hereto and all Order Form(s), constitutes the entire Agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such body of this Agreement shall prevail. Notwithstanding any language to the contrary therein, unless accepted in writing by Us, no terms or conditions stated in Your purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

13.9 Counterparts.This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute a single instrument.

14.1 As the new General Data Protection Regulation (GDPR) came into force from 25 May 2018, we are contacting you via this document to inform you that we do hold personal data, email address and other data necessary to conduct business between our companies.

14.2 What data we hold and why:We will only hold and store the necessary personal data that you or your company have provided, namely contact names, site address and contact details, eg telephone numbers and email addresses.

14.3 Transfer of personal data outside the European Economic Area (EEA): An overseas transfer of personal data takes place when the data is transmitted or sent to, viewed, accessed or otherwise used in a different country. To ensure that the level of protection afforded to personal data is not compromised, we will only transfer your personal data outside the EEA if certain conditions are met that ensure compliance with GDPR standards.