LAST UPDATE: AUGUST 1, 2025

IMPLEMENTATION AND PROFESSIONAL SERVICES GUIDE

This Implementation and Professional Services Guide (“Guide“) sets forth terms and conditions applicable to the installation, configuration, data migration, and other Professional Services performed by or on behalf of Schoox and the modifications, work product and other deliverables developed by or on behalf of Schoox in the course of performing Professional Services for a Customer, as referenced in Schoox’s General Terms of Service available at www.schoox.com (the “Terms“). Portions of this Guide relevant to the Professional Services obtained by the Customer identified in the applicable Order and/or Statement of Work are incorporated into the Service Agreement between Schoox and such Customer. In the event of a conflict with the Terms, this Guide will control with respect to matters within its scope.

1. Defined Terms.

As used in this Guide, the following terms have the meanings assigned below. Capitalized terms used but not otherwise defined in this Guide have the meanings assigned in the Terms.

1. “Deliverable” means any product, service, result, documentation, data, software, or other item that Schoox provides to Customer in connection with the Professional Services performed by Schoox pursuant to an SOW. Deliverables may include “Consulting & Training Deliverables” (ie, Admin Training, Configuration Support, etc.) and/or “Technical Deliverables” (ie, Data Migrations, Integrations, etc.).
2. “Statement of Work” or “SOW” means documentation executed by the authorized officers of each Party that describes Professional Services and/or Deliverables to be provided by Schoox to Customer, including as set forth in an Order, an Addendum attached to an Order, or a separate written agreement between the Parties, which, in any case, is subject to this Guide in all respects.

2. Project Scope and Deliverables.

Schoox will provide the Professional Services and Deliverables identified in the SOW to Customer (collectively, the “Project“).

3. Academy Implementation and Onboarding.

1. Implementation Project. Promptly following the Service Start Date of Customer’s initial Service Term of the Schoox Learning Platform, Schoox will assign Professional Service resources to guide Customer through the initial implementation and configuration of the Customer’s Academy (the “Implementation Project“), with the objective of transitioning responsibility of the day-to-day administration of such Academy to the Customer Administrator(s). Customer will assign a Technical Consultant to serve as Schoox’s primary contact during the Implementation Project. Such Technical Consultant must have sufficient technical skills, experience, and availability to collaborate with the Implementation Manager to implement, configure and administer the Academy. During onboarding, the Implementation Manager and Technical Consultant will cooperate to promptly complete the implementation tasks, including coordinating a scoping/kick-off call to confirm the applicable Deliverables and timeline, maintaining status tracking and periodically reviewing progress of such Deliverables, and, upon completion, reviewing the Deliverables and closing the Implementation Project. Customer will provide reasonable and timely cooperation to Schoox during the Implementation Project, and will remain responsible for the direction, control and completion of such project. Schoox is not liable for delays caused by Customer’s failure to timely provide information, materials, personnel, consents or access to Customer networks or systems required for Schoox to complete the Implementation Project or any Deliverable.
2. 180-Day Completion Deadline. Unless otherwise agreed by the Parties in writing, the Implementation Project must be completed within 180 days after the Effective Date of the applicable Order or SOW. Implementation services provided following the end of such 180-day period may be subject to additional scoping and fees, and may require up to six (6) weeks’ prior notice from Customer to Schoox for scheduling purposes.
3. Implementation Project Exclusions. Unless otherwise expressly included in the Order or SOW, the Implementation Project does not include the following:
   • Learner Transcript Migration
   • Course Creation/Content Migration
   • sFTP Integration
   • Talent Development Module Configuration
   • Dedicated Staging Environments
   • Custom Features or Functionalities
   • Post-Onboarding Consultation, Configuration and/or Training
   • On-Site Meetings

4. Roles.

General role descriptions of each Party’s team assigned to a Project are set forth below.

1. Schoox Team.
   

   Role	Responsibilities
   Technical Consultant/ Implementation Manager	Manages the Deliverables and co-manages UAT with the Customer Project Manager. Prepares required Change Requests for review and approval by Customer before any change in scope. Provides interface to Schoox Professional Services, Development and Project Management functions. Tracks and reports on Project activities and budget burn-down.
   Development Team	Develops the Deliverables identified in the SOW. Collaborates with the Customer Team to design and create the solutions based on the Project scope identified in the SOW. Support of the Customer Team during testing.

2. Customer Team.
   

   Role	Responsibilities
   Technical Consultant/ Project Manager	Manages Customer’s third-party resources whose participation is required to deploy the Deliverables and complete the Project. Manages Customer-side deliverables. Co-manages with Schoox Project Manager the processes for work plan development, tracking, status reporting, resource management, communications, UAT, issues management, Change Requests, and escalation to Customer’s executive management. Provides interface to Customer’s business and IT personnel. Serves as the single-point of escalation for all internal Customer IT resources. Responsible for overall vendor relationship during the Project. Executes formal reviews of the Project.
   Business & Technical Analyst (IT and Operations)	Collaborates with Schoox Team to learn and participate in the Project as each Deliverable is configured and deployed. Develops and operates quality control systems. Executes and analyzes testing and inspection procedures. Develops familiarity with and understands features and functionalities of each Deliverable. Demonstrates knowledge and familiarity with industry specifications, codes and standards. Develops detailed UAT plans and scripts including: UAT plan with elapsed time-frame; Test scripts with click-by-click end user action; and Sample import and export files that mock data for the non-production environment. Documents issue tracking lists with detailed click-by-click steps for reproduction to assist with troubleshooting errors.

5. Testing Governance and User Acceptance of a Technical Deliverable.

1. Acceptance Periods. Each user acceptance testing (“UAT“) period begins no later than the first Monday following Schoox’s release of the applicable Technical Deliverable to Customer. Following the start of a UAT period, Customer will have the amount of time indicated in the Testing Requirements Table below (the “Acceptance Period“) to test each Technical Deliverable and notify Schoox if it does not materially meet the requirements set forth in this Guide and/or the SOW. In such event, Schoox will use commercially reasonable efforts to correct and redeliver any such non-conforming Deliverable. If Customer fails to provide written notice to Schoox of any material non-compliance within the Acceptance Period, then such Deliverable will be deemed accepted by Customer. Any changes or additional work will follow Schoox’s predefined release cycle.
   

   Description	Owner
   Acceptance Testing: Staging Environments Define expected results and document use case scenarios. Following Schoox’s upload of the user data file into the staging environment of Customer’s Academy, Customer will have 7 days to review such data to verify the functionality of the integration. Such review should include: Confirmation that all Academy users identified on the test file have been properly assigned the correct organizational structure (above units, units, jobs, custom attributes, etc) per the applicable file. Confirmation that all Academy hierarchy connections are accurate per the applicable file. Confirmation of any customizations to the user provisioning scripting function in accordance with Customer’s specifications.	Customer
   Acceptance Testing: Production Environments Following Schoox’s upload of the user data file into the production environment of Customer’s Academy, Customer will have 3 days to review such data to verify the functionality of the integration. Such review should include the same items reviewed and confirmed in the staging environments.	Customer

2. Issue Reporting and Notification. As part of the UAT process, the Parties may identify features and functionalities that do not comply with the requirements described in this Guide and/or the SOW. In such event, Schoox will categorize each issue as either a Customer-funded feature enhancement to the Deliverable or a bug (ie, the functionality is not working as designed in the standard Software). Any identified defect will be classified for urgency based on mutually agreed prioritization and the categories in the table below, and will be documented using Schoox’s development tracking tool. The UAT process shall be deemed complete with respect to a specific Deliverable when all associated defects categorized as either “Critical” or “Blocker” are resolved.
   

   Defect Classifications
   Major	Day-to-day bugs that do not critically impact functionality of the Deliverable
   Critical	Issue highly daily operations, but does not critically impair functionality of the Deliverable, or a temporary work-around exists
   Blocker	Issue directly impedes the daily operation of the Deliverable

6. Support of Technical Deliverables.

For a period of one (1) month following the actual completion date of each Technical Deliverable identified in an SOW (the “Maintenance Period“), Schoox will provide maintenance support to Customer related to defect resolution and security updates and/or patches. After the expiration of the Maintenance Period, the Parties shall engage in a new SOW or CR for maintenance-related activities.

7. Change Requests.

Both Parties must consent in writing to any modifications to the Professional Services and/or Deliverables described in the SOW, including the addition of any new Deliverable. The Change Request (“CR“) process consists of the following:

1. Any Project changes will be communicated through a CR. Each CR will describe the requested modification to the applicable Professional Service and/or Deliverable and will confirm the estimated impact on the Project timeline and fees. Change requests related to a Deliverable, including those resulting from UAT, require a minimum of two (2) business days to resolve in development before redeployment.
2. The Project Managers will collaborate to prepare and finalize the appropriate CR documentation, which must be signed by authorized representatives of each Party prior to becoming effective.
3. Until a CR is fully executed by both Parties, each Project team will continue to perform its respective obligations and responsibilities in accordance with the then-current SOW.

8. Estimated Completion Dates.

1. Estimations Only. The fees and estimated completion dates (“ECD“) specified in an SOW are contingent on the Project Scope, Assumptions, and any Change Requests. Modification of such items or any other terms of the SOW by Customer may result in any extension of the ECD and/or additional fees.
2. Customer Responsibilities; Liability for Customer-Caused Delays. Customer will provide reasonable and timely cooperation to Schoox in connection with Schoox’s provision of Professional Services. Schoox is not liable for delays caused by Customer’s failure to provide timely information, materials, consents or access to Customer networks or systems required for Schoox to perform the Professional Services or complete a Deliverable. In the event of any delay caused by Customer, Schoox may extend the estimated completion date accordingly; provided that Schoox may terminate an SOW, in whole or in part, or otherwise cease providing such Professional Services if the applicable ECD is extended by more than sixty (60) past the original date due to delays caused by Customer. In such event, Customer will remain liable for the total amount of fees for such Professional Services, notwithstanding such termination.
3. Estimated Completion Date. Schoox will use commercially reasonable efforts to complete the Professional Services and Deliverables within the applicable time periods specified in the SOW. Customer acknowledges that each ECD is an estimate only and is subject to change as set forth in the SOW and this Guide.

9. Assumptions.

Unless otherwise agreed by the Parties in writing, Schoox will provide Professional Services remotely, and meetings will be conducted via telephone and/or videoconferencing. Customer will upgrade/install the latest web browser and/or Mobile App software release. Schoox is not responsible for issues arising from degraded versions of supported software. Customer will provide project management services in support of Customer’s Project resources and milestones.

10. Ownership and Licenses.

Each Party owns all of its Intellectual Property Rights and other proprietary rights existing, owned, or otherwise licensed by such Party prior to the performance of Professional Services (“Pre-Existing IP“). Schoox owns all Intellectual Property Rights and other proprietary rights in and to Deliverables.Customer owns all reports, documents, or other artifacts generated in connection with the ProfessionalServices that contains Customer Content (the “Customer Material“), except to the extent that anysuch Customer Material contain Schoox’s proprietary or Confidential Information, in which caseSchoox grants Customer a license to use such proprietary and Confidential Information as embodied only in theapplicable Customer Material. In no event will Deliverables be deemed to include Customer’s Pre-Existing IP or Customer’s Confidential Information. Subject to Customer’s payment of the fees for such Professional Services and compliance with all terms and conditions of the Service Agreement between the Parties, this Guide, and any applicable SOW, Schoox hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable license to install, operate, and use the Deliverables, solely for Customer’s internal business operations and in accordance with the Service Agreement between the Parties. Customer shall not (i) re-distribute the Deliverables to any third party except as expressly permitted by Schoox; (ii) copy the Deliverables, except as reasonably necessary for Customer’s use of the Deliverables as permitted herein; (iii) modify or create derivative works of the Deliverables; (iv) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the sourcecode of the Deliverables or any part thereof; (v) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Deliverable, including any copy thereof; (vi) use any Deliverable in a manner or for any purpose that infringes, misappropriates, or otherwise violates any law or Intellectual Property Right; or (vii) otherwise use the Deliverables beyond the scope of the license granted by this Guide or any applicable SOW.

11. Fees.

Fees for Professional Services set forth in an Order or SOW are contingent on the Project Scope, Assumptions, and any Change Requests. Modification of such items or any other terms of the SOW by Customer may result in any extension of the ECD and/or additional fees. Unless otherwise specified in an SOW or Order, fees for Professional Services will be invoiced in advance on the Effective Date of the applicable Order or SOW. Unless otherwise agreed in writing by Schoox, all Professional Services set forth in an Order or SOW are non-cancellable.

12. Subcontractors.

Schoox may subcontract Professional Services to one or more third-party agents, provided that Schoox remains responsible for compliance with the SOW, this Guide, and the Terms by such agents.

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