1. Definitions

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

“AICON360,” “we,” “us,” or “our” refers to AICON360 LLC, a Louisiana limited liability company, including its officers, employees, agents, coaches, and contractors.

“Client,” “you,” or “your” refers to the business entity that has entered into an agreement with AICON360 LLC for access to and use of the Platform.

“Platform” refers to the KVSuite software-as-a-service platform, including the observation system, learning management system (LMS), AICON360 tools, dashboards, analytics, reporting features, mobile applications, and all related technologies owned and operated by AICON360 LLC.

“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.

“Third-Party Content” refers to content available through the Platform that is owned by a third party and licensed separately, including but not limited to training coursework and methodologies provided by third-party licensors.

“AICON360 Outputs” refers to AI-generated feedback, coaching recommendations, risk assessments, analytics, benchmarking data, and other outputs generated by the AICON360 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 AICON360 LLC and the Client, and any amendments thereto.

“Services” refers to the provision of the Platform, AICON360 coaching, reporting, training delivery, and all related professional services provided by AICON360 LLC under the Agreement.

“Modules” refers to the individual integrated components of the Platform, including but not limited to the AICON360 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, including the AICON360 tool, that generate performance evaluations, coaching recommendations, risk assessments, or other analytical outputs related to End User performance.

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.

AICON360 LLC 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, AICON360 LLC 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

AICON360 LLC may provide coaching, reporting, and feedback services to Client and its End Users through AICON360 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

AICON360 LLC will use commercially reasonable efforts to maintain the availability of the Platform. AICON360 LLC 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. AICON360 LLC 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

The Platform consists of multiple integrated components, including but not limited to the AICON360 tool, the learning management system (LMS), and the observation system (collectively, “Modules”). 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 KVSuite Platform as a prerequisite. Client shall not access or use any Module for which it has not been granted a valid subscription. AICON360 LLC 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 AICON360 LLC’s net income) arising from Client’s use of the Platform and Services.

5. Intellectual Property

5.1 Platform Ownership

AICON360 LLC owns and retains all right, title, and interest in and to the Platform, including the observation system, LMS, AICON360 tools, all software, algorithms, user interfaces, designs, 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 AICON360 LLC 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 Third-Party Content

Certain content available through the Platform may be owned by third parties and made available under separate license agreements. Client acknowledges that such Third-Party Content is not owned by AICON360 LLC and that Client’s use of Third-Party Content is subject to the applicable third-party license terms. AICON360 LLC makes no representations or warranties regarding Third-Party Content.

5.4 AICON360 Outputs

AICON360 Outputs are generated using AICON360 LLC’s proprietary technology and algorithms. Client may use AICON360 Outputs solely for Client’s internal business purposes. Client shall not reverse engineer, extract, or systematically harvest AICON360 Outputs for the purpose of building, training, or improving any competing product, service, tool, or dataset.

5.5 Feedback

If Client provides suggestions, ideas, enhancement requests, or other feedback regarding the Platform (“Feedback”), AICON360 LLC 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. AICON360 LLC does not acquire any ownership interest in Client Data by virtue of providing the Services.

6.2 License to Use Client Data

Client grants AICON360 LLC a limited, non-exclusive license to access, use, process, and analyze Client Data solely for the following purposes:

• Providing, maintaining, and improving the Services for Client;
• Delivering coaching, reporting, analytics, and AI-driven feedback to Client and its End Users;
• Performing technical support and troubleshooting for Client.

6.3 Anonymized and Aggregated Data

AICON360 LLC retains the right to create and use anonymized, de-identified, and aggregated data derived from Client Data (“Aggregated Data”) for the following purposes:

• Improving and enhancing the Platform and AICON360 tools;
• Training and improving AI and machine learning models;
• Generating industry benchmarking and analytics;
• Internal research and development.

Aggregated Data will not identify Client, its End Users, or any individual. No identifiable Client Data will be shared with any other client or third party.

Client may opt out of the creation and use of Aggregated Data by providing written notice to AICON360 LLC. Such opt-out shall take effect within thirty (30) days of receipt and shall apply prospectively only.

6.4 No Cross-Client Data Sharing

AICON360 LLC 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

AICON360 LLC will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Client Data against unauthorized access, disclosure, alteration, or destruction. AICON360 LLC will promptly notify Client of any confirmed security breach affecting Client Data.

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.

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

The term of this Agreement shall be as specified in the applicable Order Form or Master Services Agreement. Unless otherwise specified, the Agreement shall renew automatically for successive periods equal to the initial term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

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 Termination for Convenience

Either party may terminate this Agreement for convenience upon sixty (60) days’ prior written notice to the other party.

8.4 Effect of Termination

Upon termination or expiration of this Agreement:

• Client’s access to the Platform will be suspended;
• Client shall have a thirty (30) day post-termination period to retrieve and export Client Data from the Platform;
• Following the expiration of the retrieval period, AICON360 LLC will delete Client Data from its production systems within thirty (30) days;
• Client Data may persist in automated backup and disaster recovery systems and will be deleted in the ordinary course of backup rotation;
• Aggregated Data (as defined in Section 6.3) that has been anonymized and de-identified shall be retained by AICON360 LLC indefinitely, unless Client has exercised its opt-out right under Section 6.3;
• All outstanding fees incurred prior to termination remain due and payable.

8.5 Survival

Sections 5 (Intellectual Property), 6 (Data Ownership and Use), 7 (Confidentiality), 9 (Indemnification), 10 (Disclaimers and Limitation of Liability), 11 (Governing Law and Dispute Resolution), 12 (AI-Specific Provisions), and this Section 8.5 shall survive the termination or expiration of this Agreement.

9. Indemnification

9.1 AICON360 LLC Indemnification

AICON360 LLC 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 AICON360 LLC, 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.

AICON360 LLC’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 AICON360 LLC; 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 AICON360 LLC 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

10.2 Advisory Nature of Services

10.3 Evidentiary Disclaimer

Platform data, observations, AICON360 Outputs, and coaching records are generated for the sole purpose of supporting Client’s internal continuous improvement and human performance programs. Such data and outputs do not constitute admissions, certifications, assessments, or findings of fact regarding workplace conditions, hazards, or compliance status. AICON360 LLC 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

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, 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.

11.3 Binding Arbitration

If the dispute is not resolved through mediation within sixty (60) days of the initiation of mediation, 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 — AICON360 Tool

12.1 Purpose and Scope

This Section applies specifically to Client’s use of the AICON360 tool 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 (“AI Features”). This Section supplements and does not replace the general terms set forth elsewhere in this Agreement.

12.2 Nature of AI-Generated Performance Outputs

The AICON360 tool 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 the AICON360 tool 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.

AICON360 Outputs are designed to be one informational input among many that Client may consider in its own independent decision-making processes. AICON360 LLC does not recommend and expressly discourages the use of AICON360 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 AICON360 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 AICON360 Outputs, and that no such decision is made solely by automated means;
• Client shall not use AICON360 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 in employment;
• 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.

AICON360 LLC will, upon Client’s reasonable written request, provide Client with a general description of the types of data inputs used by the AICON360 tool and the general methodology by which AI-generated outputs are produced, to the extent reasonably necessary to support Client’s compliance obligations. AICON360 LLC is not required to disclose proprietary algorithms, source code, model weights, 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. AICON360 LLC will cooperate in good faith with reasonable requests for information and documentation necessary to support such audits, subject to the protection of AICON360 LLC’s proprietary information and trade secrets.

12.6 No Guarantee of Accuracy or Completeness

AICON360 LLC does not warrant that AICON360 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 AICON360 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. AICON360 LLC 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 AICON360 LLC. AICON360 LLC 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. 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.

1. Overview

This Acceptable Use Policy (“AUP”) is incorporated by reference into the AICON360 LLC Terms of Service and governs the use of the KVSuite 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 AICON360 LLC’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 AICON360 LLC.

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;
• 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 AICON360 Outputs, AI-generated feedback, analytics, models, or algorithms for the purpose of building, training, developing, or improving any competing product, service, tool, platform, or dataset;
• Using the Platform to benchmark AICON360 LLC’s services for the benefit of a competing product or service, unless expressly authorized in writing by AICON360 LLC;
• Sublicensing, reselling, or making the Platform available to any third party without the prior written consent of AICON360 LLC.

3.5 Misuse of Platform Outputs

• Representing AICON360 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. AICON360 LLC 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 AICON360 LLC promptly upon discovering any unauthorized access to or use of the Platform.

5. Enforcement

5.1 Investigation

AICON360 LLC reserves the right to investigate suspected violations of this AUP. Client agrees to cooperate with any such investigation and to provide AICON360 LLC with reasonable access to information necessary to conduct the investigation.

5.2 Remedies

In the event of a violation of this AUP, AICON360 LLC 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

AICON360 LLC 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 AICON360 LLC at techadmin@aicon360.ai. AICON360 LLC will review all reports and take appropriate action as determined in its sole discretion.