UnLock’d Holdings, LLC and Its Subsidiaries

(including UnLock’d Training Ecosystem, LLC)

Effective Date: [Insert Date]

Governing Law: State of Delaware — Court of Chancery / AAA Arbitration

1. Introduction and Acceptance

Welcome to UnLock’d Holdings, LLC and its subsidiaries, including UnLock’d Training Ecosystem, LLC (“UTE,” “we,” “our,” or “Company”).

These Terms of Service (“Agreement”) govern the use of our training, consulting, and AI-enabled learning services (collectively, “Services”).

By using the Services, you (“Client,” “you,” or “your”) agree to be bound by this Agreement.

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2. Services and Deliverables

The Company provides digital learning development, AI-driven content creation, mentorship programming, and related consulting solutions.

Specific deliverables are detailed in the applicable Statement of Work (“SOW”) or Service Order. All Services are provided under this Agreement.

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3. Use Restrictions

Client shall not:

• Reverse-engineer, decompile, or modify any Company technology, tools, or content.

• Use outputs to develop or train competing AI or learning platforms.

• Reproduce or resell materials outside the scope of the license granted herein. Any unauthorized use constitutes a     material breach.

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4. Intellectual Property and Ownership

All intellectual property, processes, data, workflows, course structures, and AI-generated materials created under this Agreement remain the exclusive property of UnLock’d Holdings, LLC and its subsidiaries, unless otherwise specified in writing. Client receives a limited, non-transferable license to use deliverables internally. No rights to source code, algorithms, or proprietary systems are transferred. Clients may not use deliverables to create derivative products or competing services.

All Company trademarks, trade names, and service marks remain the sole property of the Company.

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5. AI Output Disclaimer

Certain deliverables may include AI-generated content. While the Company uses commercially reasonable efforts to ensure accuracy, AI outputs may

contain errors or bias. Client is responsible for verifying all content prior to reliance or distribution. The Company disclaims all warranties, express or implied, regarding AI accuracy, suitability, or merchantability.

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6. Confidentiality

Each Party shall maintain the confidentiality of the other’s proprietary information and use it only as necessary to perform obligations under this Agreement.

Confidentiality survives termination for five (5) years.

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7. Fees, Taxes, and Payment Terms

Fees are outlined in the applicable SOW or invoice. Client shall remit payment within thirty (30) days of invoice date. All fees are exclusive of applicable taxes; Client is responsible for all sales, VAT, or withholding taxes. Late payments accrue interest at 1.5% per month. Company may suspend Services for overdue accounts.

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8. Limitation of Liability

To the maximum extent permitted by law:

• Company’s total liability for all claims under this Agreement is limited to the total fees paid by Client in the preceding twelve (12) months.

• Company shall not be liable for indirect, consequential, or punitive damages, including data loss or business interruption.

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9. Termination

Either Party may terminate this Agreement for material breach upon thirty (30) days’ written notice if the breach is not cured. Upon termination, all licenses cease, and Client must discontinue use of deliverables. Outstanding fees remain due.

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10. Governing Law and Arbitration

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any disputes shall be resolved through binding arbitration under the American Arbitration Association (AAA) in Wilmington, Delaware. Judgment upon the arbitration award may be entered in any court of competent jurisdiction.

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11. Security and Compliance

Company maintains industry-standard security measures, including SOC 2 Type II and ISO 27001-aligned controls. Client acknowledges that use of third-party platforms (e.g., Pete, Synthesia, HeyGen, LearnWorlds, ClickUp, Zapier) constitutes authorized sub-processing consistent with Company’s Data Processing Agreement.

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12. Miscellaneous

• This Agreement constitutes the entire understanding between the Parties.

• Any modification must be in writing and signed by both Parties.

• If any provision is held unenforceable, the remaining provisions remain in full effect.

• Neither Party shall be liable for delays caused by events beyond reasonable control (force majeure).

• Client may not assign this Agreement without Company’s written consent.

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13. Signatures (DocuSign-Compatible)

By signing below, the Parties acknowledge acceptance of these Terms of Service.

Party Signature Name Title Date

UnLock’d Holdings, LLC ___________________

Client ___________________

Would you like me to move immediately to the Data Processing Agreement (DPA) next (using this same Delaware-anchored structure and Annex for sub-processors)?

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