MAS - Powertrain, Inc. - 47QTCA23D003F

GENERAL SERVICES ADMINISTRATION

FEDERAL SUPPLY SERVICE

AUTHORIZED FEDERAL SUPPLY SCHEDULE CATALOG/PRICE LIST

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order is available through GSA Advantage!, a menu-driven database system. The INTERNET address for GSA Advantage! is http://www.gsaadvantage.gov

SCHEDULE TITLE: Multiple Award Schedule FSC Group: Professional Services, Information Technology

CONTRACT NUMBER: 47QTCA23D003F

CONTRACT PERIOD: January 18, 2023 to January 17, 2028

For more information on ordering from Federal Supply go to this website: www.gsa.gov/schedules

CONTRACTOR’S ADMINISTRATION SOURCE: Cathy Frederick-Bittner, Vice President

BUSINESS SIZE: Large Business

Pricelist Current through Modification PO-0001, dated January 18, 2023

CUSTOMER INFORMATION:

1a. TABLE OF AWARDED SPECIAL ITEM NUMBERS (SINs)

SIN

Description

611430TD

Talent Development

611430

Professional and Management Development Training

$1.29

1c. HOURLY RATES (Services only):

A description of all corresponding commercial job titles, experience, functional responsibility, and education for those types of employees or subcontractors who will perform services shall be provided. See page 22.

2. MAXIMUM ORDER*

NOTE TO ORDERING ACTIVITIES: *If the best value selection places your order over the Maximum Order identified in this catalog/pricelist, you have an opportunity to obtain a better schedule contract price. Before placing your order, contact the aforementioned contactor for a better price. The contractor may (1) offer a new price for this requirement (2) offer the lowest price available under this contract or (3) decline the order. A delivery order that exceeds the maximum order may be placed under the schedule contract in accordance with FAR 8.404.

3. MINIMUM ORDER: $100

4. GEOGRAPHIC COVERAGE: Domestic, 50 states, Washington, DC, Puerto Rico, US Territories and to a CONUS port or consolidation point for orders received from overseas activities

5. POINT(S) OF PRODUCTION: US

6. DISCOUNT FROM LIST PRICES: Government Net Prices (discounts already deducted.)

7. QUANTITY DISCOUNT(S): 1.5% on orders over $250,000

8. PROMPT PAYMENT TERMS: Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions. Net 30 days or other negotiated prompt payment terms

9. FOREIGN ITEMS: N/A

10a. TIME OF DELIVERY: 30 Days for SIN 511210, As Negotiated for all Other SINs

10b. EXPEDITED DELIVERY: Contact PowerTrain

10c. OVERNIGHT AND 2-DAY DELIVERY: Contact PowerTrain

10d. URGENT REQUIRMENTS: Agencies can contact the Contractor’s representative to affect a faster delivery. Customers are encouraged to contact the contractor for the purpose of requesting accelerated delivery.

11. FOB POINT: Destination

12a. ORDERING ADDRESS: Same as Contractor

12b. ORDERING PROCEDURES: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPAs) are found in Federal Acquisition Regulation (FAR) 8.405-3.

13. PAYMENT ADDRESS: Same as Contractor

14. WARRANTY PROVISION: Standard Commercial Warranty

15. EXPORT PACKING CHARGES: N/A

16. TERMS AND CONDITIONS OF RENTAL, MAINTENANCE, AND REPAIR:

N/A

17. TERMS AND CONDITIONS OF INSTALLATION: N/A

18a. TERMS AND CONDITIONS OF REPAIR PARTS INDICATING DATE OF PARTS PRICE LISTS AND ANY DISCOUNTS FROM LIST PRICES: N/A

18a. TERMS AND CONDITIONS FOR ANY OTHER SERVICES: N/A

19. LIST OF SERVICE AND DISTRIBUTION POINTS: N/A

20. LIST OF PARTICIPATING DEALERS: N/A

21. PREVENTIVE MAINTENANCE: N/A

22a. SPECIAL ATTRIBUTES SUCH AS ENVIRONMENTAL ATTRIBUTES (e.g. recycled content, energy efficiency, and/or reduced pollutants): N/A

22b. Section 508 Compliance for Electronic and Information Technology (EIT): Training (powertrain.com)

23. UEI: FFFBN9JMAKK3

24. NOTIFICATION REGARDING REGISTRATION IN SYSTEM FOR AWARD MANAGEMENT (SAM) DATABASE: Contractor has an Active Registration in the SAM database.

PowerTrain End User Term License Agreement IMPORTANT—PLEASE READ CAREFULLY. These Terms are an agreement between you and PowerTrain, Inc., a Delaware corporation. References to "us," "we," "our," and "PowerTrain" shall mean PowerTrain, Inc.

These Terms govern your access to and use of PowerTrain software, products, and/or services (individually or collectively, the "Products") and any information, content, text, graphics, photos, or other materials uploaded, downloaded, purchased, or appearing on or through the Products (collectively referred to as "Content"). Additional terms or product requirements may apply to our individual Products and are available with the relevant Product. These Terms apply to all visitors, users, and others who access and use the Products ("Users").

By executing a written Order for the Products, you agree to be bound by these Terms.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT, TO THE EXTENT APPLICABLE TO YOU, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS Notwithstanding the foregoing, nothing in these Terms supersedes or limits your rights under:

(a) the terms and conditions of any written agreement you have entered into with PowerTrain regarding the use of Products, or

(b) applicable laws or regulations, to the extent that these Terms are prohibited by such laws or regulations. In the event of any conflict between these Terms and the terms and conditions of an applicable written agreement you have entered into with PowerTrain, the terms and conditions of the written agreement shall control.

1. Basic Terms & Accounts You are responsible for your use of the Products. You may use the Products only if you can form a binding agreement with PowerTrain. Your account with PowerTrain (and use of the Product) gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion.

We may maintain different types of accounts for different types of Users. If you are accepting these Terms and using the Products on behalf of a company, organization, government, or other legal entity, then (a) “you” is the Ordering Activity under GSA Schedule contracts identified in the Purchase Order , and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf. You may use the Products only in compliance with these Terms, any agreement entered into by your organization relating to the Products, and all applicable local, State, National, and international laws, rules, and regulations.

In cases where you have authorized or registered another individual, including a minor, to use your account(s), you are fully responsible for:

(a) the online conduct of such User.

(b) controlling the User’s access to and use of the Products.

(c) the consequences of any misuse. PowerTrain requires that the parents, guardian, or other authorized adult or organization of a minor affirmatively consent to the use of a PowerTrain Product by such minor.

PowerTrain reserves the right to provide access to the minor’s account to the minor’s parents, guardian, or other authorized adult or organization, upon such adult’s request. For additional information on how we use your information, please see our Privacy Policy at the end of this document in the PowerTrain Privacy Policy Addendum.

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. PowerTrain shall have no liability for your interactions with other Users, nor for any User’s acts or omissions.

2. Privacy & Use of Personal Information Any information that you provide to PowerTrain, including first name, last name, email address, and any other information, including personal information you have provided, may provide, or may be collected by us in connection with your use of the Products (“Your Information”), will be collected, maintained, and used in order to provide the Products to you or your organization, or in accordance with these Terms. Our privacy policy located at the end of this document in the PowerTrain Privacy Policy Addendum is incorporated by reference and attachment, and any agreement entered into by your organization relating to the Product. You understand that, through your use of the Products, you consent to the collection and use (per these Terms, the Privacy Policy, and any agreement entered into by your organization relating to the Product) of Your Information, including the transfer of Your Information for storage, hosting, processing, and use by PowerTrain.

For the avoidance of doubt, personal information that includes Student Data (defined below) provided to PowerTrain through the use of these Products is governed by the terms of the agreement between PowerTrain and the organization relevant to your use of the Products. As between PowerTrain and you, you and/or the organization own all rights, title, and interest to all Student Data you provide or otherwise make available to us, and we do not own, control, or license such Student Data, except so as to provide the Products to you and to the organization that provides the products and controls Student Data from the records, if applicable, and as described herein. “Student Data” is any information (in any format) that is directly related to an identifiable current or former student that is maintained by an educational institution, or organization, or by us, as part of the provision of the Products. Student Data may include “records,” as defined by the Family Rights and Privacy Act (“FERPA”), 20 U.S.C. § 1232(g). PowerTrain agrees to treat Student Data as confidential and not to share it with third parties other than as described in PowerTrain’s agreement with the organization.

If you have any questions regarding the privacy and use of Your Information, please contact us at Info@PowerTrain.com, or your organization system support.

3. Content & Your Rights You are responsible for Content that you post to the Products, and any consequences thereof. The Content you submit, post, or display may be viewed by other Users of the Products. You may be able to control the Content that other Users of certain Products may access through the privacy options in certain Products.

You retain your rights to any Content you submit, post, or display on or through the Products. By submitting, posting, or displaying Content on or through the Products, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, host, store, copy, reproduce, process, adapt, modify, publish, transmit, create derivative works from, communicate, display, and/or distribute such Content in any and all media or distribution methods (now known or later developed) as part of providing any of the Products. You agree that this license includes the right for PowerTrain to provide, promote, and improve the Products and to make Content submitted to or through the Products available to other organizations or individuals as part of providing the Products (including after termination of your use of the Products) and in accordance with your privacy settings. You represent and warrant that you have all the rights, power, and authority necessary to grant the rights granted herein to any Content that you submit.

All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Products, and we do not take responsibility for such Content. Any use or reliance on any Content or materials posted via the Products or obtained by you through the Products is at your own risk.

Further, in connection with Content you submit, post, or display on or through the Products, you affirm, represent, and warrant the following:

(a) you have the written consent of each and every natural person who is identifiable in the Content, if any, to use such person’s name or likeness in the manner contemplated by any Product and these Terms, and each such person has released you from any liability that may arise in relation to such use.

(b) you have obtained and are solely responsible for obtaining all consents as may be required by law to post any Content relating to third parties.

(c) your Content and PowerTrain’s use thereof, as contemplated by these Terms and any Product, will not violate any law or infringe any rights of any third party, including but not limited to any intellectual property rights and privacy rights.

(d) PowerTrain may exercise the rights to your Content granted under these Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement, licensing arrangement, or otherwise.

PowerTrain respects the intellectual property rights of others and expects Users of the Products to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information:

(a) physical or electronic signature of the copyright owner or a person authorized to act on their behalf;

(b) identification of the copyrighted work claimed to have been infringed;

(c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

(d) your contact information, including your address, telephone number, and an email address;

(e) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(f) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. Our designated copyright agent for notice of alleged copyright infringement appearing on the Products is:

PowerTrain, Inc.

8201 Corporate Drive, Suite 500 Landover, MD 20785 Email: Info@PowerTrain.com

4. Your License to Use the Products A. Term License PowerTrain gives you a personal, worldwide, royalty-free, non-assignable, and non-exclusive term license to use the Products, subject to these Terms and Conditions, subject to any agreement entered into by your organization relating to the Products, solely for the intended use of the Products, and not for competitive intelligence, analysis, or demonstrations. You may not copy, modify, distribute, sell, or lease any part of our Products, nor may you reverse engineer or attempt to extract the source code of any Product, unless laws prohibit those restrictions or you have our written permission.

B. Acceptable Use When using the Products, you must not:

(a) circumvent, disable or otherwise interfere with any security-related features of the Products or features that prevent or restrict use or copying of the content accessible via the Products.

(b) create more than one account for use with a particular Product (however, you may connect all your social networks or other Product accounts, in each case that we support, to your account for use with such Product).

(c) give any false or misleading information or permit another person to use a Product under your name or on your behalf.

(d) impersonate any person, misrepresent your identity or affiliation with any person, or give the impression they are linked to PowerTrain, if this is not the case.

(e) use a Product if we have suspended or banned you from using it.

(f) send junk, spam, repetitive messages, unsolicited advertising or marketing email, call, or text messages, or engage in any activities that violate anti-spamming laws and regulations, including but not limited to, the CAN-SPAM Act or 2003, the Telephone Consumer Protection Act, or other Federal, State, or local laws relating to emails, calls, or text messages.

(g) advocate, promote, or engage in any illegal or unlawful conduct or conduct that causes damage or injury to any person or property.

(h) modify, interfere with, intercept, disrupt, or hack any Product or collect any data from a Product other than in accordance with these Terms of Use.

(i) misuse the Products by knowingly introducing viruses, Trojans, worms, logic bombs, or other material which would harm the Products or any User of the Products' equipment.

(j) submit or contribute any Content that contains nudity or violence or is abusive, threatening, obscene, misleading, untrue, or offensive (in each case, unless such Content is submitted or contributed for a meaningful purpose, such as, for example, historical materials contributed via a Product for class discussion).

(k) submit or contribute any Content without the permission of the content owner or otherwise infringe the copyright, trademark, privacy, publicity, or other rights of third parties.

(l) use any Content in violation of any licensing terms specified by the owner.

(m) submit or contribute any information or commentary about another person without that person's permission.

(n) threaten, abuse, or invade another's privacy, or cause annoyance, inconvenience, or needless anxiety, or take any action that is likely to harass, upset, embarrass, alarm or, annoy any other person.

(o) configure an automated system, including, without limitation, "robots," "spiders," or "offline readers," to access a Product in a manner that sends more request messages to the Product than a human can reasonably produce in the same period of time.

Failure to comply with these rules of acceptable use constitutes a serious breach of these Terms of Use, and may result in our taking all or any of the following actions (with or without notice):

(a) immediate, temporary, or permanent withdrawal of your right to use our Products.

(b) immediate, temporary, or permanent removal of any Content.

(c) issuing of a warning to you.

(d) legal action against you, including proceedings for reimbursement of all costs (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.

(e) disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

The responses described in this Section are not limited, and we may take any other action we reasonably deem appropriate.

C. Changes to the Products We may, without prior notice, change any Product, stop providing any Product or features of any Product to you or to Users generally, or create usage limits for any Product. We may permanently or temporarily terminate or suspend your access to any Product without notice or liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.

5. Warranty The software is delivered to operate on the current systems at the time of delivery. As new operating systems, browsers, devices, and security settings are released, there is no guarantee that the software will operate on the updated infrastructure. PowerTrain will address reported issues to determine the work-around approaches or configuration changes to resolve problems limited to the active period of performance.

6. PowerTrain Rights The Products are always evolving, and the form, nature, and/or functionality of the Products may change from time to time without prior notice to you. In addition, PowerTrain may stop (permanently or temporarily) providing the Products (or any features within the Products) to you or to Users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time, without prior notice to you.

All right, title, and interest in and to the Products (excluding Content provided by Users or other third parties) are and will remain the exclusive property of PowerTrain and its licensors. The Products are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the PowerTrain name or any of the PowerTrain trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding PowerTrain or the Products is entirely voluntary, and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you.

7. Registration Obligations & Passwords You may never use another User’s account without permission from PowerTrain. In consideration of your use of the Products, you agree (a) that Your Information will be true, accurate, current, and complete and (b) to maintain and promptly update Your Information to keep it true, accurate, current, and complete. You are responsible for safeguarding any password that you use to access the Products (including passwords used on other PowerTrain products that permit single sign-on to the Products) and for any activities or actions under your password. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols, and have at least eight [8] characters) with your account. You agree to (a) notify PowerTrain of any unauthorized use of your password or User identification and any other breach of security and (b) ensure that you exit from your account at the end of each session.

8. Export controls As required by the laws of the United States and other countries:

(a) you understand that the Products are subject to export controls under the U.S. Commerce Department's Export Administration Regulations ("EAR").

(b) you are not located in a prohibited destination country under the EAR or U.S. sanctions regulations.

(c) you will not export, re-export, or transfer the Products to any prohibited destination or persons or entities on the U.S. Bureau of Industry and Security Denied Parties List or Entity List, or the U.S. Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, or any similar lists maintained by other countries, without the necessary export license(s) or authorization(s).

9. Termination We may suspend or terminate your accounts or cease providing you with all or part of the Products at any time for any reason, including, but not limited to, if we reasonably believe: (a) you have violated these Terms, (b) you create risk or possible legal exposure for us, or (c) our provision of the Products is no longer commercially viable. In such a termination event, the license granted hereunder shall automatically terminate. In all such cases, these Terms shall terminate, including, without limitation, your license to use the Products, except that the following Sections shall continue to apply: 2, 3, 5, 6, 8, 10, and 11.

Further, if you stop using the Products for more than 60 days, your accounts may be deleted, and PowerTrain assumes no responsibility for Content deleted following inactivity. If you wish to delete your PowerTrain Product account(s) in their entirety(ies), you may contact us via Info@PowerTrain.com and specify which PowerTrain Product account(s) you wish to delete. We will delete your specified accounts within a reasonable time, unless prohibited by law.

Nothing in this Section shall affect PowerTrain’s rights to change, limit, or stop the provision of the Products without prior notice, as provided elsewhere in these Terms.

10. Disclaimers & Limitations of Liability Please read this Section carefully since it limits the liability of PowerTrain and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and/or licensors (collectively, the “PowerTrain Entities”). Each of the Subsections below only applies up to the maximum extent permitted under applicable law. Nothing in this Section is intended to limit any rights you may have which may not be lawfully limited.

A. Products Available “AS-IS” Your access to and use of the Products or any Content are at your own risk. You understand and agree that the Products are provided to you on an “AS-IS” and “AS-AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE POWERTRAIN ENTITIES DISCLAIM CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. No advice or information, whether oral or written, obtained from any of the PowerTrain Entities or through the Products, will create any warranty not expressly made herein.

B. HIPAA Disclaimer PowerTrain does not warrant or provide any assurances that your use of the Products will comply with the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”). If you are a health care provider, health plan, insurer, health care information clearinghouse, or other entity that may be considered a “covered entity” under HIPAA or a “business associate” of a “covered entity” under HIPAA, you shall take all steps necessary to comply with HIPAA and shall be responsible for any applicable compliance with HIPAA. You agree that you will not provide PowerTrain with any protected health information (as that term is defined under HIPAA) and that PowerTrain is therefore not deemed to be a business associate of you and/or your organization for purposes of compliance with HIPAA.

D. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE POWERTRAIN ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

(a) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PRODUCTS.

(b) ANY CONDUCT OR CONTENT OF ANY USER OR OTHER THIRD PARTY ON, THROUGH, OR ASSOCIATED WITH THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES.

(c) ANY CONTENT OBTAINED FROM THE PRODUCTS.

(d) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE POWERTRAIN ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID POWERTRAIN, IF ANY, IN THE PAST 6 MONTHS FOR THE PRODUCTS GIVING RISE TO THE CLAIM.

THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE POWERTRAIN ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

FEDERAL LAW AS WELL AS SOME STATES, PROVINCES, AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. FURTHER, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

E. Indemnity You agree to defend, indemnify, and hold harmless PowerTrain and its subsidiaries, agents, licensors, managers, and other affiliated companies, as well as their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of and access to a Product, including any data or content transmitted or received by you; (b) your violation of any provision of these Terms, including, without limitation, your breach of any of the representations and warranties above; (c) your violation of any third-party right, including, without limitation, any right of privacy or intellectual property rights; (d) your violation of any applicable law, rule, or regulation; (e) any Content that is submitted via your User Account, including, without limitation, misleading, false, or inaccurate information; (f) your willful misconduct; or (g) any other party’s access and use of a Product with your unique username, password, or other appropriate security code.

11. General Terms A. Waiver & Severability The failure of PowerTrain to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect, except that in the event of unenforceability of the universal class action/jury trial waiver set forth in Section 11(B)(iii) below, the entire arbitration agreement shall be unenforceable.

B. Governing Law & Dispute Resolution

(a) Governing Law. These Terms and any action related thereto will be governed by the laws of the State of Maryland, without regard to or application of its conflict of law provisions or your State or country of residence. All claims, legal proceedings, or litigation arising in connection with the Products will be brought solely in the Federal or State courts located in Washington, D.C., United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.

(b) Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM POWERTRAIN. For any dispute with PowerTrain, you agree to first contact us at Info@PowerTrain.com and attempt to resolve the dispute with us informally. In the unlikely event that PowerTrain has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof, by binding arbitration by Judicial Arbitration and Mediation Services (JAMS) or another arbitration service, under the Optional Expedited Arbitration Procedures then in effect, except as provided herein.

The arbitration will be conducted in Washington, D.C., United States, unless you and PowerTrain agree otherwise. If you are using the Products for commercial purposes, each party will be responsible for paying any arbitration filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses. If you are an individual using the Products for non-commercial purposes:

(i) arbitration may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from the arbitration organization.

(ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses.

(iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing PowerTrain from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our Data Security, Intellectual Property Rights, or other Proprietary Rights.

(c) Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS WHETHER THEY HAVE OBTAINED OR USED THE PRODUCTS FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE (1) PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND POWERTRAIN ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND RELATING TO THE PRODUCTS OR THESE TERMS.

(d) Limited Applicability of Arbitration and Class Action/Jury Trial Waiver. Certain laws, rules, and regulations that may apply to you may not allow you to pre-agree to binding arbitration or waive your rights to join in a representative proceeding or waive your rights to a jury trial. If such laws apply to you, the arbitration requirements set forth in subsection (ii) and/or the class action/jury trial waiver set forth in subsection (iii) do not apply to you.

C. U.S. Government Users & U.S. Government Restricted Rights Certain of the components that comprise the Products are “commercial items,” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and/or “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end-users acquire the Software with only those rights set forth herein.

The Products, any Mobile Software, and all upgrades to the foregoing (if any) are provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable.

Contractor/Software Manufacturer is PowerTrain, Inc., 8201 Corporate Drive, Suite 500, Hyattsville, MD 20785. All rights not specifically granted in these Terms are reserved by PowerTrain.

D. Entire Agreement These Terms and our Privacy Policy are the entire and exclusive agreement between PowerTrain and you regarding the Products, and these Terms supersede and replace any prior agreements between PowerTrain and you regarding the Products. Other than members of the group of companies of which PowerTrain, Inc., is the parent, no other person or company will be third party beneficiaries to the Terms.

Notwithstanding the foregoing, nothing in these Terms supersedes or limits your rights under:

(a) the terms and conditions of any written agreement you have entered into with PowerTrain regarding the use of Products.

(b) applicable laws or regulations, to the extent these Terms are prohibited by such laws or regulations. In the event of any conflict between these Terms and the terms and conditions of an applicable written agreement you have entered into with PowerTrain, the terms and conditions of the written agreement shall control.

We may revise these Terms from time to time. The most current version will always be available at https://www.PowerTrain.com/. If the revision, in our sole discretion, is material, we will notify you through the Products or through the email associated with your profile. By continuing to access or use the Products after those revisions become effective, you agree to be bound by the revised Terms.

These Products are developed and provided by PowerTrain.

PowerTrain, Inc.

8201 Corporate Drive, Suite 500 Landover, MD 20785 If you have any questions about these Terms, please email: Info@PowerTrain.com Effective: 31 May 2022 PowerTrain Privacy Policy Addendum

If you use and store data on our software, the information collected can be used for statistical analysis and technical improvements to the software. This computer system will use software programs to create summary statistics, which may be used for such purposes as assessing what information is of most and least interest, determining technical design specifications, and identifying system performance or problem areas. We do not share this information outside of PowerTrain. PowerTrain does not collect, use, or sell information for commercial marketing.

When required by law or security-related necessity, we may take additional steps based on collected information, and we may be legally required to provide this information to a Government agency.

• Source code to enable the agency to maintain and update the course in the future

• PowerTrain End User License Agreement for the perpetual license

• Section 508 compliant verification on the VPAT form Priced per SCORM course license $ 9,922.36