Badges2Bridges: End User License Agreement

This end user license agreement is dated as of the date the “I accept” button is clicked below and is between you (the “User”) and Anita Jack-Davies (the “Licensor”).The purpose of this agreement is to license your use of the Licensed IP (pursuant to a license granted by the Licensor to the entity requiring you to take the course and testing described below, the “Licensee”).

1.OVERVIEW OF THE badges2bridges PRODUCT

1.1.Product Operation. The B2B Product is an online cross-cultural training program for police officers and other law enforcement personnel. You have been provided with a unique login code to access the B2B Website containing the online training and testing program. The online program consists of a training module (on cross cultural issues) and a testing module. The Licensor and the Licensee will be able to track your progress on the training module and view your test results.

1.2.User Data and Reports. The information collected about you (“User Data”) includes technical information such as the following: the unique login code assigned to you, information about your progress on the online course, the number of times you have viewed the course, your progress and results in connection with the test that follows the course and the fact that you clicked the “I agree” button below.

1.3.Definitions. Each capitalized term that is not otherwise defined in this agreement has the meaning set out below:

B2B Product” means the online training course, testing and reporting described in section 1.1 of this agreement any related features made available from time to time pursuant to the License.

B2B Website” means the website with the URL: www.badges2bridges.com.

License” means the license for the use of the B2B Product granted by the Licensor to the Licensee.

Licensed IP” means intellectual property owned by the Licensor related to training police officers and other law enforcement personnel in cross cultural issues, consisting of on online training course, including slides, videos and other electronic information, along with any other supporting documents, and other know-how in connection with delivering such course and providing the B2B Product and the progress tracking ability all as provided by granting access to the B2B Website.

2.ACCESS TO THE B2B PRODUCT

2.1.Login. Pursuant to the License, you have been enabled to access the B2B Product through a user login.

2.2.Use of B2B Product. You hereby represent and warrant that you are a director, officer, employee or volunteer of the Licensee. Your use of the B2B Product must be in accordance with the terms and conditions of this agreement. You shall keep your user login code strictly confidential and not share such information with any person including other users. You shall immediately notify the Licensor of any misuse of your login code.

2.3.General Restrictions. You shall not: (a) provide access to the B2B Product to a third party (including by taking screenshots or other copies of any part of the Licensed IP); (b) incorporate the B2B Product, Licensed IP or any part thereof into another product or service or otherwise use the B2B Website, B2B Product, Licensed IP or any part of it to provide any product or service to a third party in any manner; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code of the B2B Product or Licensed IP; (d) modify or create a derivative work of the B2B Product, Licensed IP or any portion of it; (e) remove or obscure any proprietary or other notices contained in the B2B Product; (f) attempt to interfere with the proper working of the B2B Product, compromise the B2B Product’s integrity or security, circumvent any access or copy restrictions of the B2B Product or decipher any transmissions to or from the servers running the B2B Product; (g) access the B2B Product or any content or data therein through any technology or means other than the B2B Website; (h) publicly disseminate information regarding the performance of the B2B Product; or (i) commercialize, sell, market, promote the Licensed IP.

3.User DATA

3.1.Licensor’s Use of User Data. You hereby grant to Licensor the right to collect, use, copy, store, transmit, modify and create derivative works of the User Data solely to the extent necessary to provide the B2B Product to the Licensee. This includes the right to track your usage, course progress, test results and compiling such results for the Licensee and tracking B2B License usage.You further authorize the Licensor to disclose such information to the Licensee.

3.2.Aggregate and Anonymous Data. The Licensor may aggregate User Data with other data so that results are non-personally identifiable and also may collect anonymous technical logs and data regarding use of the B2B Product (“Aggregate/Anonymous Data”). Such Aggregate/Anonymous Data will be deemed to be the Licensor’s property, which the Licensor may use for any business purpose during or after any License Term, including without limitation to develop and improve the Licensor’s products and services and to create and distribute reports and other materials.

3.3.Security. The Licensor shall use commercially reasonable technical and organizational measures designed to secure its systems from unauthorized access, use, alteration or disclosure. However, the Licensor will bear no responsibility for unauthorized third-party access or other causes beyond the Licensor’s reasonable control.

3.4.Storage of User Data. The Licensor does not provide an archiving service and may delete User Data at any time without notice to you.The Licensor takes no responsibility and assumes no liability for any User Data other than its security obligations under section 3.3.The Licensor may store the fact that you clicked the “I agree” button below, indefinitely.

4.OWNERSHIP.

4.1.Licensor Technology. You acknowledge that you are obtaining only a limited right to use the B2B Product and that no ownership rights or any other rights other than to access the B2B Website using a User login code provided to you by the Licensee, are being conveyed to you under this agreement. The functionality of the User login code is entirely dependent on the Licensee’s maintenance of the License. The Licensor retains all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the B2B Product, the Licensed IP, any and all related and underlying technology and documentation, and any modifications or derivative works thereof, including as may incorporate any Feedback (collectively, “B2B Technology”).

4.2.Feedback. If you elect to provide any suggestions, comments, improvements, ideas or other feedback or materials to the Licensor (collectively, “Feedback”), you hereby grant the Licensor the right to freely use, copy, disclose, license, distribute and exploit any such Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise.

5.TERM AND TERMINATION

5.1.Term. This agreement is effective as of the date the “I accept” button is clicked below and continues so long as you are accessing the B2B Website (provided that the Licensor’s rights in connection with User Data, Feedback and ownership of the B2B Technology remain in force indefinitely). The Licensor may terminate your ability to access the B2B Product and B2B Website at any time, without notice to you.

6.GENERAL PROVISIONS

6.1.Assignment. This agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this agreement except upon the advance written consent of the other party, except that the Licensor may assign this agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this agreement except as expressly authorized under this section will be null and void.

6.2.Severability. If any provision of this agreement is held by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this agreement will otherwise remain in effect.

6.3.Governing Law. This agreement will be governed by and construed in accordance with the laws of the province of Ontario and the laws of Canada applicable in it and will in all respects be treated as an Ontario contract.

6.4.Jurisdiction and Venue.The parties to this agreement irrevocably and unconditionally attorn to the exclusive jurisdiction of the courts of the province of Ontario, Canada and all courts competent to hear appeals from them.Any conflict of laws principle or rule that would impose a law of another jurisdiction for the construction of this agreement is renounced.

6.5.Amendments; Waivers. No supplement, modification, or amendment of this agreement or any Order Form will be binding, unless such supplement, modification or amendment is made by the Licensor and you are provided at least 30 days written notice of it. If you do not wish to accept such amendment, then your User login code will be disabled.

6.6.Entire Agreement. This agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this agreement.