Terms of Service & Acceptable Use Policy

Part I: Terms of Service

1. Definitions

The following definitions apply throughout these Terms of Service and the accompanying Acceptable Use Policy:

"We," "us," or "our" refers to Periscope One Inc., a Louisiana corporation. References to "we," "us" or "our" include Periscope One Inc.'s officers, employees, agents, and contractors solely for purposes of Section 9 (Indemnification) and Section 10 (Disclaimers and Limitation of Liability).

"Client," "you," or "your" refers to the business entity that has entered into an agreement with Periscope One Inc. for access to and use of the Platform.

"Platform" refers to the AICON software-as-a-service platform, including the observation system, learning management system (LMS), job briefing tools, dashboards, analytics, reporting features, mobile applications, and all related technologies owned and operated by Periscope One Inc.

"End Users" refers to individuals authorized by the Client to access and use the Platform, including but not limited to Client's employees, contractors, coaches, and administrators.

"Client Data" refers to all data, content, materials, records, observations, training completions, coaching notes, and other information that is uploaded to, generated by, or collected through the Platform by or on behalf of the Client or its End Users.

"Client Content" refers to proprietary training materials, documents, media, and other content uploaded to the Platform by or on behalf of the Client.

"AICON Outputs" refers to AI-generated feedback, coaching recommendations, risk assessments, analytics, benchmarking data, and other outputs generated by the AICON tools and Platform algorithms.

"Agreement" refers to these Terms of Service, the Acceptable Use Policy, any applicable Master Services Agreement, Order Form, or Statement of Work executed between Periscope One Inc. and the Client, and any amendments thereto.

"Services" refers to the provision of the Platform, AICON coaching, reporting, training delivery, and all related professional services provided by Periscope One Inc. under the Agreement.

"Modules" refers to the individual integrated components of the Platform, including but not limited to the job briefing tool, the learning management system (LMS), and the observation system, which may be subscribed to individually or in combination as specified in the applicable Order Form or Master Services Agreement.

"AI Features" refers to the AI-driven features within the Platform, that generate performance evaluations, coaching recommendations, risk assessments, or other analytical outputs related to End User performance.

"Term" refers to the period during which this Agreement is in effect, beginning on the Effective Date stated in the applicable Order Form and continuing until this Agreement is terminated or expires under Section 8.

2. Acceptance of Terms

By accessing or using the Platform, or by executing an agreement that references these Terms of Service, Client agrees to be bound by this Agreement in its entirety, including the Acceptable Use Policy incorporated herein by reference. If Client does not agree to these terms, Client must not access or use the Platform.

Periscope One Inc. reserves the right to modify these Terms of Service at any time. Material changes will be communicated to the Client in writing (including by email) at least thirty (30) days prior to taking effect. Continued use of the Platform after the effective date of any modification constitutes Client's acceptance of the modified terms.

3. Services and Platform Access

3.1 Grant of Access. Subject to the terms of this Agreement and payment of all applicable fees, Periscope One Inc. grants Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Term solely for Client's internal business purposes.

3.2 End User Access. Client is solely responsible for provisioning, managing, and deprovisioning End User accounts. Client shall ensure that all End Users are authorized personnel and that login credentials are not shared with unauthorized individuals. Client is fully responsible for all activities conducted under its End User accounts.

3.3 Coaching and Reporting Services. Periscope One Inc. may provide coaching, reporting, and feedback services to Client and its End Users through Periscope One employees and through AI-driven tools on the Platform. All such services are advisory and informational in nature and are subject to the disclaimers set forth in Section 10 of these Terms.

3.4 Service Availability. Periscope One Inc. will use commercially reasonable efforts to maintain the availability of the Platform. Periscope One Inc. does not guarantee uninterrupted, error-free, or continuous access to the Platform. Scheduled maintenance, updates, and unforeseen technical issues may result in temporary service interruptions. Periscope One Inc. will use reasonable efforts to provide advance notice of scheduled downtime.

Specific service level commitments, if any, shall be set forth in a separate Master Services Agreement or Order Form between the parties.

3.5 Modular Platform Access. Client's access rights are limited to the specific Modules identified in the applicable Order Form or Master Services Agreement. All Modules require access to the Platform as a prerequisite. Client shall not access or use any Module for which it has not been granted a valid subscription. Periscope One Inc. reserves the right to introduce additional Modules and to modify the features and functionality of existing Modules with reasonable notice to Client.

4. Fees and Payment

4.1 Fees. Client shall pay all fees as set forth in the applicable Order Form or Master Services Agreement. Unless otherwise specified, fees are invoiced on a monthly basis.

4.2 Payment Terms. All invoices are due and payable within thirty (30) days of the invoice date, unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.

4.3 Taxes. All fees are exclusive of taxes. Client is responsible for all applicable taxes, duties, and governmental charges (excluding taxes based on Periscope One Inc.'s net income) arising from Client's use of the Platform and Services.

4.4 Suspension for Non-Payment. If any undisputed invoice remains unpaid more than thirty (30) days after its due date, Periscope One Inc. may suspend Client's access to the Platform upon written notice. Access will be restored promptly once payment is received. Suspension does not relieve Client of its obligation to pay fees for the suspended period, and does not limit any other remedy available to Periscope One Inc.

5. Intellectual Property

5.1 Platform Ownership. Periscope One Inc. owns and retains all right, title, and interest in and to the Platform, including the observation system, LMS, AICON tools, all software, source code, prompts, configuration, user interfaces, designs, and documentation, and all related intellectual property rights. Nothing in this Agreement transfers any ownership interest in the Platform to Client.

5.2 Client Content Ownership. Client owns and retains all right, title, and interest in and to Client Content uploaded to the Platform. Client grants Periscope One Inc. a limited, non-exclusive license to host, store, display, and process Client Content solely for the purpose of providing the Services to Client.

5.3 AICON Outputs. AICON Outputs are generated using Periscope One Inc.'s proprietary software and configuration applied to artificial intelligence models. AICON Outputs produced from Client Data form part of Client's record and are owned by Client as Client Data. Periscope One Inc. retains all right, title, and interest in the software, prompts, and configuration that produce them. Client shall not reverse engineer, extract, or systematically harvest AICON Outputs for the purpose of building, training, or improving any competing product, service, tool, or dataset.

5.4 Feedback. If Client provides suggestions, ideas, enhancement requests, or other feedback regarding the Platform ("Feedback"), Periscope One Inc. shall have an unrestricted, perpetual, irrevocable, royalty-free right to use, incorporate, and commercialize such Feedback without obligation to Client.

6. Data Ownership and Use

6.1 Client Data Ownership. Client owns all Client Data. Periscope One Inc. does not acquire any ownership interest in Client Data by virtue of providing the Services.

6.2 License to Use Client Data. Client grants Periscope One Inc. a limited, non-exclusive license to access, use, process, and analyze Client Data solely for the following purposes:

• Providing the functionality of the Platform to Client and its End Users;
• Transcribing, analyzing, and summarizing briefings where Client has enabled AI Features;
• Producing the reporting Client has configured;
• Supporting and troubleshooting the Services, including reading briefing content when investigating a reported problem;
• Securing the Platform and investigating security events;
• Meeting Periscope One Inc.'s legal obligations.

6.3 Limits on Use of Client Data. Periscope One Inc. processes Client Data only for the purposes stated in Section 6.2, and has no independent purpose of its own in processing it. Periscope One Inc. does not train, fine-tune, or otherwise develop artificial intelligence or machine learning models using Client Data, does not use Client Data to build products or services for other customers, and does not use Client Data for its own marketing. Periscope One Inc. operates no index, retrieval store, or corpus of Client Data that spans customers. Client Data from one customer does not affect what any other customer sees.

6.4 No Cross-Client Data Sharing. Periscope One Inc. shall not share, disclose, or make available any identifiable Client Data to any other client, customer, or third party, except as required by law or as expressly authorized in writing by Client.

6.5 Data Security. Periscope One Inc. protects Client Data with encryption in transit, encryption at rest for the database and file storage, tenant isolation under which every path that returns Client Data is scoped to the Client's own portal, with that scoping applied centrally by the Platform rather than by individual queries, administrative access limited to named personnel and authenticated through a managed identity platform, and secret management that keeps provider credentials out of source control. These measures are described in the AICON Data Privacy Policy, which is incorporated into this Agreement by reference.

Periscope One Inc. will notify Client of an incident affecting Client Data without undue delay, and no later than seventy-two (72) hours after Periscope One Inc. confirms the incident, by direct contact to the account contact Client has named. The notice will state what is known, what is affected, what Periscope One Inc. is doing, and what Client may need to do.

6.6 Privacy. Periscope One Inc. acts as a processor of the personal information contained in Client Data. Client is the controller of that information and of its relationship with its End Users. Periscope One Inc.'s handling of personal information is described in the AICON Data Privacy Policy, which is incorporated into this Agreement by reference. Where the parties execute a Data Processing Addendum, its terms control as to personal information.

Client is responsible for the accuracy and lawfulness of the worker data it provides, for informing its End Users about use of the Platform including the recording of briefings, for managing its own users' access, and for providing any notices and obtaining any consents required by applicable law. Requests from individual End Users to access, correct, or delete their information are directed to Client as controller. Where such a request reaches Periscope One Inc. directly, it will be forwarded to Client promptly.

6.7 Data Location. Client Data is stored and processed in the United States. Periscope One Inc. does not transfer Client Data outside the United States in the normal operation of the Services.

6.8 Restricted Data. Client shall not upload to the Platform, or enter into any field of the Platform, any government-issued identification number, financial account or payment card number, or any record of an individual's medical condition, diagnosis, treatment, or substance testing. The Platform is not designed to receive this information. Client is responsible for any consequences of submitting it, and Periscope One Inc. may remove it upon discovery.

7. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use it only for the purposes of performing its obligations under this Agreement. "Confidential Information" includes, without limitation, business plans, financial information, Client Data, proprietary technology, trade secrets, and the terms of this Agreement.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure without restriction; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction.

Each party may disclose the other party's Confidential Information to its employees, contractors, and service providers who need it to perform that party's obligations under this Agreement, provided they are bound by confidentiality obligations no less protective than those in this Section. Periscope One Inc. uses subprocessors to operate the Platform, including infrastructure, artificial intelligence model, and observability providers. Each subprocessor is bound by a data processing agreement that prohibits use of Client Data for the subprocessor's own purposes, including model training. A new subprocessor does not receive Client Data before that agreement is in place. Periscope One Inc. remains responsible for each subprocessor's handling of Client Data under this Agreement. The current subprocessors are named in the AICON AI Subprocessor List, which is available to Client on request. Periscope One Inc. will notify Client at least thirty (30) days before a new subprocessor begins processing Client Data.

Either party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the disclosing party provides prompt written notice (to the extent legally permitted) to allow the other party to seek a protective order.

8. Term and Termination

8.1 Term. Unless a different term is specified in the applicable Order Form or Master Services Agreement, this Agreement commences on the Effective Date stated in the Order Form and continues on a month-to-month basis, renewing automatically for successive one (1) month periods. Either party may terminate this Agreement, with or without cause, by providing written notice at least thirty (30) days prior to the end of the then-current monthly period, in which case this Agreement terminates at the end of that period. Fees are not refundable for any partial month.

8.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.

8.3 Effect of Termination. Upon termination or expiration of this Agreement:

• Client's access to the Platform will end;
• All outstanding fees incurred prior to termination remain due and payable.

Retention, retrieval, and deletion of Client Data, both during the Term and following termination, are governed by the AICON Data Retention and Deletion Policy, which is incorporated into this Agreement by reference. Where the applicable Order Form specifies a retention period for briefing records or briefing audio, that period applies in place of the default stated in that policy.

8.4 Survival. Sections 1 (Definitions), 4 (Fees and Payment) with respect to amounts accrued before termination, 5 (Intellectual Property), 6 (Data Ownership and Use), 7 (Confidentiality), 8.3 (Effect of Termination), 9 (Indemnification), 10 (Disclaimers and Limitation of Liability), 11 (Governing Law and Dispute Resolution), 12 (AI-Specific Provisions), 13 (General Provisions), and this Section 8.4 shall survive the termination or expiration of this Agreement.

9. Indemnification

9.1 Periscope One Inc. Indemnification. Periscope One Inc. shall defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from and against any third-party claim, action, or proceeding alleging that the Platform, as provided by Periscope One Inc., infringes or misappropriates a third party's intellectual property rights, and shall pay all resulting damages, costs, and reasonable attorneys' fees finally awarded or agreed to in settlement.

Periscope One Inc.'s indemnification obligation does not apply to claims arising from: (a) Client's modification of the Platform; (b) Client's use of the Platform in combination with products, services, or technologies not provided by Periscope One Inc.; or (c) Client's continued use of the Platform after being notified of alleged infringement and provided a non-infringing alternative.

9.2 Client Indemnification. Client shall defend, indemnify, and hold harmless Periscope One Inc. and its officers, directors, employees, agents, and coaches from and against any third-party claim, action, or proceeding arising from or related to:

• Client Content, including any claim that Client Content infringes or misappropriates a third party's intellectual property rights;
• Client's or its End Users' use or misuse of the Platform in violation of this Agreement or the Acceptable Use Policy;
• Any claim by Client's employees, contractors, or End Users related to workplace safety outcomes, workplace injuries, occupational health, or regulatory compliance;
• Client's failure to comply with applicable laws, regulations, or industry standards.

Client shall pay all resulting damages, costs, and reasonable attorneys' fees finally awarded or agreed to in settlement.

10. Disclaimers and Limitation of Liability

10.1 Disclaimer of Warranties. THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PERISCOPE ONE INC. DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10.2 Advisory Nature of Services. ALL TRAINING CONTENT, COACHING, AI-GENERATED FEEDBACK, OBSERVATIONS, ANALYTICS, REPORTING, AICON OUTPUTS, AND OTHER INFORMATION PROVIDED THROUGH THE PLATFORM AND SERVICES ARE INFORMATIONAL AND ADVISORY IN NATURE. THEY DO NOT CONSTITUTE PROFESSIONAL SAFETY CONSULTING, LEGAL ADVICE, REGULATORY COMPLIANCE CERTIFICATION, OR A GUARANTEE THAT ANY WORKPLACE IS SAFE OR COMPLIANT WITH APPLICABLE LAWS, REGULATIONS, OR INDUSTRY STANDARDS.

CLIENT RETAINS SOLE AND EXCLUSIVE RESPONSIBILITY FOR ITS OWN WORKPLACE SAFETY DECISIONS, REGULATORY COMPLIANCE, AND THE IMPLEMENTATION OF ANY RECOMMENDATIONS OR INSIGHTS DERIVED FROM THE PLATFORM AND SERVICES. PERISCOPE ONE INC. SHALL NOT BE LIABLE FOR ANY WORKPLACE SAFETY OUTCOMES, INCLUDING BUT NOT LIMITED TO WORKPLACE INJURIES, INCIDENTS, OR REGULATORY VIOLATIONS.

10.3 Evidentiary Disclaimer. Platform data, observations, outputs, and coaching records are generated for the sole purpose of supporting Client's internal continuous improvement programs. Such data and outputs do not constitute admissions, certifications, assessments, or findings of fact regarding workplace conditions, hazards, or compliance status. Periscope One Inc. expressly disclaims any characterization of Platform data or outputs as evidence of knowledge, awareness, or acknowledgment of any specific workplace condition, hazard, or risk by Client or its employees.

10.4 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PERISCOPE ONE INC. BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, BODILY INJURY, PROPERTY DAMAGE, REGULATORY FINES, OR PENALTIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF PERISCOPE ONE INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PERISCOPE ONE INC.'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PERISCOPE ONE INC. DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES EITHER PARTY'S LIABILITY TO THE EXTENT SUCH LIMITATION OR EXCLUSION IS PROHIBITED BY APPLICABLE LAW.

11. Governing Law and Dispute Resolution

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana, without regard to its conflict of laws principles.

11.2 Mandatory Mediation. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, the parties shall first attempt to resolve the dispute through good faith mediation. Either party may initiate mediation by providing written notice to the other party. The mediation shall be conducted by a mutually agreed-upon mediator in the State of Louisiana. The costs of mediation shall be shared equally between the parties. Each party shall bear its own attorneys' fees and costs associated with the mediation. This Section 11.2 and Section 11.3 do not apply to any action by Periscope One Inc. to collect undisputed fees owed by Client, which Periscope One Inc. may bring in any court of competent jurisdiction. In any action to collect undisputed fees, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

11.3 Binding Arbitration. If the dispute is not resolved through mediation within sixty (60) days of the initiation of mediation (or such longer period as the parties may agree), either party may submit the dispute to binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall take place in the State of Louisiana. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

11.4 Equitable Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including but not limited to the unauthorized use or disclosure of Confidential Information or intellectual property.

12. AI-Specific Provisions — AICON

12.1 Purpose and Scope. This Section applies specifically to Client's use of AICON and any AI-driven features within the Platform that generate performance evaluations, coaching recommendations, risk assessments, or other analytical outputs related to End User performance. This Section supplements and does not replace the general terms set forth elsewhere in this Agreement.

AI Features are disabled unless Client has enabled them. Enablement is set for each Client portal and for each briefing process, so Client may run some briefing types with AI Features and others without. Client may ask Periscope One Inc. to disable AI Features at any time.

12.2 Nature of AI-Generated Performance Outputs. AICON generates performance-related outputs based on data collected through the Platform, including observation data, training interactions, and other inputs. These outputs reflect performance as measured within the specific functions and parameters of AICON only. They do not constitute a comprehensive evaluation of any individual's overall job performance, competency, fitness for duty, or suitability for any employment action.

No AICON Output approves a briefing, clears a crew to work, prevents a person from working, or takes any action with a safety consequence. AICON Outputs are text presented to Client's personnel to read and act on. AICON Outputs are designed to be one informational input among many that Client may consider in its own independent decision-making processes. Periscope One Inc. does not recommend and expressly discourages the use of AICON Outputs as the sole or primary basis for any employment-related decision.

12.3 Client's Responsibilities Regarding AI-Assisted Employment Decisions. Client acknowledges and agrees that:

• Client is solely responsible for any employment-related decisions made using or informed by AICON Outputs, including but not limited to decisions regarding hiring, promotion, demotion, reassignment, discipline, termination, compensation, or any other terms and conditions of employment;
• Client shall ensure that meaningful human review and oversight is applied to any employment-related decision that is informed by AICON Outputs, and that no such decision is made solely by automated means;
• Client shall not use AICON Outputs in a manner that unlawfully discriminates against any individual on the basis of race, color, religion, sex, national origin, age, disability, genetic information, sexual orientation, gender identity, or any other characteristic protected by applicable law;
• Client is solely responsible for determining whether its use of AI Features triggers any obligations under applicable federal, state, local, or international laws and regulations governing the use of automated decision-making tools, artificial intelligence, or algorithmic systems in employment, including but not limited to bias audit requirements, impact assessment obligations, notice and disclosure requirements, and employee consent requirements;
• Client shall comply with all such applicable laws and regulations at its own cost and expense.

12.4 Notice and Transparency Obligations. Client is solely responsible for providing any legally required notices, disclosures, or consent mechanisms to its employees, contractors, and End Users regarding the use of AI-driven tools in evaluating their performance. This includes, without limitation, any notices required under applicable state or local laws governing automated employment decision tools, as well as any internal policies or collective bargaining obligations that may apply to Client's workforce.

Periscope One Inc. will, upon Client's reasonable written request, provide Client with a general description of the types of data inputs used by the AICON platform and the general methodology by which AI-generated outputs are produced, to the extent reasonably necessary to support Client's compliance obligations. This description is published as How AI works in AICON and is available to Client on request. Periscope One Inc. is not required to disclose proprietary software, source code, prompts, configuration, or trade secrets.

12.5 Bias Audits and Impact Assessments. To the extent that applicable law requires Client to conduct a bias audit, algorithmic impact assessment, or similar evaluation of AI tools used in employment-related decisions, Client is solely responsible for initiating, conducting, and funding such audit or assessment. Periscope One Inc. will cooperate in good faith with reasonable requests for information and documentation necessary to support such audits, subject to the protection of Periscope One Inc.'s proprietary information and trade secrets. Any such cooperation shall be governed by a mutually agreed-upon scope, timeline, and confidentiality protections.

12.6 No Guarantee of Accuracy or Completeness. Periscope One Inc. does not warrant that AICON Outputs are accurate, complete, unbiased, or free from error. AI-generated outputs are produced by machine learning models that may reflect limitations, biases, or inaccuracies inherent in the underlying data or algorithms. Client assumes all risk associated with its reliance on or use of AICON Outputs for any purpose, including employment-related decisions.

12.7 Regulatory Developments. Client acknowledges that the legal and regulatory landscape governing AI in employment is evolving rapidly. Client is solely responsible for monitoring and complying with applicable laws as they develop. Periscope One Inc. may update the AI Features or this Section from time to time to reflect changes in applicable law or best practices, and will provide reasonable notice of material changes.

13. General Provisions

13.1 Entire Agreement. This Agreement, together with all Order Forms, Statements of Work, and the Acceptable Use Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings.

13.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.3 Waiver. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

13.4 Assignment. Client may not assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of Periscope One Inc. Periscope One Inc. may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

13.5 Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, war, terrorism, labor disputes, or failures of third-party infrastructure.

13.6 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed effective when delivered by hand, sent by certified mail (return receipt requested), or sent by email to the addresses specified in the applicable Order Form or Master Services Agreement.

13.7 Independent Contractors. The parties are independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between the parties.

13.8 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns. Except for the individuals and entities identified in Section 1 for purposes of Sections 9 and 10, nothing in this Agreement, express or implied, is intended to confer upon any other person or entity any legal or equitable right, benefit, or remedy.

13.9 Order of Precedence. In the event of any conflict or inconsistency among the documents comprising this Agreement, the following order of precedence shall govern: (a) the applicable Order Form, including any addendum executed by both parties and expressly referencing this Agreement; (b) any Master Services Agreement executed by both parties; (c) these Terms of Service; and (d) the Acceptable Use Policy. No preprinted or standard terms contained in any Client purchase order, vendor portal, or similar Client-issued document shall apply, and any such terms are expressly rejected.

13.10 Amendment. Except for modifications made in accordance with Section 2, no amendment or modification of this Agreement shall be effective unless made in writing and signed by an authorized representative of each party.

Part II: Acceptable Use Policy

1. Overview

This Acceptable Use Policy ("AUP") is incorporated by reference into the Periscope One Inc. Terms of Service and governs the use of the Platform by Client and all End Users. Client is responsible for ensuring that all End Users are aware of and comply with this AUP. Violations of this AUP by any End User shall be attributed to Client.

2. Permitted Use

The Platform may be used solely for Client's legitimate internal business purposes, including but not limited to:

• Conducting and recording workplace observations and safety assessments;
• Delivering and tracking training and coursework for End Users;
• Receiving and utilizing AI-generated coaching, feedback, and analytics;
• Uploading and managing Client Content for use within the Platform;
• Generating and reviewing reports, dashboards, and performance analytics.

3. Prohibited Conduct

Client and its End Users shall not engage in any of the following activities:

3.1 Security and Access Violations

• Attempting to gain unauthorized access to the Platform, other user accounts, or Periscope One Inc.'s systems or networks;
• Sharing, transferring, or disclosing login credentials to unauthorized individuals;
• Circumventing, disabling, or interfering with any security features, access controls, or usage limits of the Platform;
• Introducing viruses, malware, ransomware, or other malicious code into the Platform;
• Using automated scripts, bots, crawlers, or scraping tools to access or extract data from the Platform, except as expressly authorized by Periscope One Inc.

3.2 Intellectual Property Violations

• Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code, underlying algorithms, or architecture of the Platform;
• Copying, reproducing, distributing, or creating derivative works based on the Platform or any component thereof;
• Uploading Client Content that infringes, misappropriates, or violates any third party's intellectual property rights, including copyrights, trademarks, patents, or trade secrets;
• Removing, altering, or obscuring any proprietary notices, labels, or markings on the Platform.

3.3 Data Integrity Violations

• Falsifying, fabricating, or intentionally misrepresenting observation data, safety records, coaching notes, training completion records, or any other data entered into the Platform;
• Using the Platform to generate or support fraudulent compliance documentation, certifications, or regulatory submissions;
• Tampering with, altering, or deleting data in the Platform to conceal workplace incidents, hazards, or safety deficiencies.

3.4 Competitive Misuse

• Systematically extracting, harvesting, or exporting AICON Outputs, AI-generated feedback, or analytics for the purpose of building, training, developing, or improving any competing product, service, tool, platform, or dataset;
• Using the Platform to benchmark Periscope One Inc.'s services for the benefit of a competing product or service, unless expressly authorized in writing by Periscope One Inc.;
• Sublicensing, reselling, or making the Platform available to any third party without the prior written consent of Periscope One Inc.

3.5 Misuse of Platform Outputs

• Representing AICON Outputs, coaching recommendations, or AI-generated feedback as certified professional safety assessments, legal opinions, or regulatory compliance certifications;
• Using Platform data or outputs in a manner that is misleading, deceptive, or inconsistent with the advisory nature of the Services as described in the Terms of Service.

4. Client Responsibilities

4.1 End User Compliance. Client is solely responsible for ensuring that all End Users understand and comply with this AUP. Client shall implement appropriate internal policies, training, and oversight to ensure compliance.

4.2 Content Responsibility. Client is solely responsible for the legality, accuracy, and appropriateness of all Client Content uploaded to the Platform. Periscope One Inc. does not pre-screen or review Client Content and assumes no liability for Client Content.

4.3 Account Security. Client is responsible for maintaining the security of all End User accounts and login credentials. Client shall notify Periscope One Inc. promptly upon discovering any unauthorized access to or use of the Platform.

5. Enforcement

5.1 Investigation. Periscope One Inc. reserves the right to investigate suspected violations of this AUP. Client agrees to cooperate with any such investigation and to provide Periscope One Inc. with reasonable access to information necessary to conduct the investigation.

5.2 Remedies. In the event of a violation of this AUP, Periscope One Inc. may, in its sole discretion and without prejudice to any other rights or remedies:

• Issue a written warning to Client;
• Suspend or restrict access to the Platform for the offending End User(s) or for Client's account;
• Remove or disable access to Client Content that violates this AUP;
• Terminate the Agreement in accordance with Section 8 of the Terms of Service.

5.3 No Liability for Enforcement. Periscope One Inc. shall not be liable to Client or any End User for any actions taken in good faith to enforce this AUP, including suspension or termination of access.

6. Reporting Violations

Client or End Users may report suspected violations of this AUP by contacting Periscope One Inc. at legal@p-one.ai. Periscope One Inc. will review all reports and take appropriate action as determined in its sole discretion.

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Acknowledgment and Agreement

By executing an Order Form that references these Terms of Service, or by accessing or using the Platform, Client acknowledges that it has read, understood, and agrees to be bound by the foregoing Terms of Service and Acceptable Use Policy. No separate signature to this document is required.

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