Organization / Institutional License Agreement

This Organization / Institutional License Agreement (the “Agreement”) is between KPMS and the organization identified at checkout or on the applicable order form (the “Organization”).

The following details form part of this Agreement and are recorded either in the KPMS organization record created at checkout or on a signed order form: Organization legal name; Organization address; billing contact; primary Organization administrator name and email; plan purchased; number of licensed seats; licence start date; licence expiration date; and annual term.

This Agreement may be accepted electronically at checkout by an authorized representative of the Organization, or executed on a signed order form. Both methods are equally binding, and a later signed order form supersedes an earlier electronic acceptance for the same licence where it says so.

Subject to payment, KPMS grants the Organization a non-exclusive, non-transferable licence for the number of purchased seats, for the annual term running from the licence start date to the licence expiration date, for the internal educational and training use of the Organization’s authorized users.

The licence is for training use only. It does not grant the right to deliver KPMS content as the Organization’s own product, to sublicense it to third parties, or to charge third parties for access to KPMS content except where the Organization is a school or training organization enrolling its own students in its own program.

Authorized users are the Organization’s employees, contractors, students, or program participants to whom the Organization assigns a seat.

Organization administrators may invite users, assign and reassign seats, create cohorts, view organization reporting, purchase additional seats, and renew the licence.

Instructor accounts may view the learners in the cohorts they are assigned to, review attempts and scoring, and record instructor feedback. Student accounts may access training and their own records only.

Each account is individual. The Organization is responsible for ensuring its users do not share credentials.

A seat may be assigned to only one active learner at a time. A seat that is released may be reassigned to another learner.

Reassignment ends the prior learner’s access. It does not delete the prior learner’s historical training records, attempts, scores, badges, or issued certificates, which are retained for verification and reporting.

The Organization is responsible for ensuring seat assignments comply with its own policies, including any consent or notice required for student records.

The Organization may purchase additional seats at any time during an active term.

Additional seats inherit the Organization’s existing licence expiration date. Purchasing additional seats does NOT extend the Organization’s existing licence expiration date.

Each additional-seat purchase is recorded as a separate transaction, priced at the applicable per-seat or tier rate at the time of purchase.

Renewal is a separate transaction that extends the licence term for a further annual period from the then-current expiration date.

An organization licence does not renew automatically. Automatic renewal applies only where it is expressly established by the applicable order form or agreement.

KPMS sends renewal reminders in the application and by email at approximately 30, 14, 7, and 1 day before the licence expiration date.

If the licence is not renewed by the expiration date, training access for the Organization’s users is locked. Training records, reporting history, and issued certificates are retained and become available again on renewal.

Fees are due at purchase for self-service checkout, or as stated on an order form or invoice. Amounts are in U.S. dollars and exclusive of applicable taxes.

The Organization may stop using KPMS at any time. The annual licence does not renew automatically unless automatic renewal is expressly established by the applicable order form or agreement.

Refunds are governed by the KPMS Refund Policy, which is incorporated into this Agreement, and by any refund terms in an applicable order form, which control where they conflict. In particular, the Refund Policy sets out the 14-calendar-day initial organization refund window, the substantial-use standard applied to organization training (including the twenty percent (20%) purchased-seat measure), the treatment of additional seats purchased during an active term, and the treatment of organization renewals.

The Organization will keep administrator credentials secure, promptly remove access for users who leave the program, and notify KPMS of any suspected unauthorized access.

Credential sharing is prohibited. Seats may not be used by more than one learner at a time and may not be used to deliver training to a group through a single login.

The Organization and its users may not copy, reproduce, redistribute, publish, scrape, bulk-export, resell, sublicense, or otherwise commercially exploit KPMS content, and may not use it to develop a competing training product or to train a machine-learning model.

KPMS retains all right, title, and interest in the KPMS platform, curriculum, simulator content, fictional data sets, scoring logic, rubrics, reports, and certificate templates. No rights are granted other than the licence expressly stated in this Agreement.

The Organization retains ownership of the Organization’s own information, including its user list and its learners’ training records as they relate to the Organization’s program.

KPMS records lesson progress, attempts, scores, documentation, badges, capstone results, and Certificates of Completion for each learner.

Organization administrators can view organization-level reporting, including seat usage, learner progress, average scores, and completions. Instructors can view reporting for their assigned cohorts.

Certificates of Completion are issued to the individual learner and remain verifiable after seat reassignment or licence expiry unless revoked for cause. Cause is assessed consistently with the KPMS Refund Policy and includes an academic-integrity violation, a fraudulent or unauthorized payment, a chargeback on the underlying purchase where revocation is appropriate, a certificate issued in error, or a determination that the published completion requirements were not satisfied. An ordinary voluntary customer-service refund is not, by itself, cause for revocation.

KPMS enforces organization data isolation: users and administrators of one organization cannot access another organization’s users, seats, records, or reporting.

Each party will keep the other’s non-public business information confidential and use it only to perform this Agreement. This does not apply to information that is public, independently developed, or required to be disclosed by law.

KPMS’s handling of personal information is described in the KPMS Privacy Policy. KPMS is a training simulator using fictional patient data; the Organization must not upload real protected health information into KPMS.

KPMS is provided on an “as is” and “as available” basis without an uptime commitment unless one is stated on an order form.

Support is provided by email to Organization administrators and instructors during normal business days, covering account, seat, access, billing, and platform questions.

KPMS may update the curriculum and platform, and will not materially reduce the scope of the purchased program during a paid term.

Either party may terminate this Agreement for material breach that is not cured within thirty (30) days of written notice.

KPMS may suspend access immediately for non-payment, credential sharing, security abuse, or unlawful use, and will notify the Organization administrator.

On termination or expiry, user access ends. Training records and issued certificates are retained; the Organization may request an export of its reporting before access ends.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenue.

To the maximum extent permitted by law, KPMS’s total aggregate liability under this Agreement will not exceed the fees paid by the Organization for the licence term in which the claim arose.

KPMS makes no guarantee of employment, job placement, licensure, certification, examination results, or revenue-cycle outcomes for any learner or for the Organization.

Governing law: [STATE/JURISDICTION TO BE COMPLETED BY OWNER/LEGAL REVIEW]. Venue for any dispute will be the state or federal courts located in that jurisdiction, and the parties agree to attempt good-faith resolution by direct discussion before commencing any proceeding.

Electronic acceptance: by checking the acceptance box at checkout on behalf of the Organization, the person completing the purchase represents that they are authorized to bind the Organization and accepts this Agreement, together with the KPMS Terms of Service, Privacy Policy, and Refund Policy. KPMS records the accepting user, the document version, the date and time, and the checkout reference.

Signed acceptance: where the Organization prefers a signed institutional agreement or order form, the following block is used — Organization legal name; authorized signatory name; title; signature; date; and for KPMS: authorized signatory name; title; signature; date.

Order form details incorporated by reference: plan purchased, seat count, licence start date, licence expiration date, annual term, fees, billing contact, and any agreed variations to this Agreement.