Master Subscription Agreement

1. Definitions

2. Use of Software

OttoLearn grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:

1. the Subscriber determines who is an Invited User and what level of user role access to the relevant organization and Service that Invited User has;
2. the Subscriber is responsible for all Invited Users’ use of the Service;
3. the Subscriber controls each Invited User’s level of access to the relevant organization and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
4. if there is any dispute between a Subscriber and an Invited User regarding access to any organization or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.

3. Your Obligations

OttoLearn grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:

1. Payment obligations
   An invoice for the Access Fee will be issued each month or year, in accordance with the details set out in the Fee Schedule. OttoLearn will continue invoicing You in accordance with the Fee Schedule until this Agreement is terminated in accordance with clause 8.
   All OttoLearn invoices will be sent to You, or to a Billing Contact whose details are provided by You. Payment of all amounts specified in an invoice must be paid in accordance with the Fee Schedule. You are responsible for payment of all taxes and duties in addition to the Access Fee.
2. Preferential pricing or discounts
   You may from time to time be offered preferential pricing or discounts for the Access Fees as a result of your location, organization type, or other factor, including but not limited to the number of organizations that You have added to the Service or that have been added with Your authority or as a result of Your use of the Service ('Organizations').
   Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Access Fees in relation to all of Your Organizations.
   Without prejudice to any other rights that OttoLearn may have under these Terms or at law, OttoLearn reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Service in respect of any or all of Your Organizations in the event that any invoices for those Access Fees are not paid in full in accordance with the requirements set out in the Fee Schedule.
3. General obligations
   You must only use the Service for Your own lawful business purposes, in accordance with these Terms and any notice sent by OttoLearn or posted by OttoLearn on a related website. You may use the Service on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
4. Access conditions
   1. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify OttoLearn of any unauthorized use of Your passwords or any other breach of security and OttoLearn will reset Your password and You must take all other actions that OttoLearn reasonably deems necessary to maintain or enhance the security of OttoLearn’s computing systems and networks and Your access to the Services.
   2. As a condition of these Terms, when accessing and using the Services, You must:
      1. not attempt to undermine the security or integrity of OttoLearn’s computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
      2. not use or misuse the Services in any way which may impair the functionality of the Services, or other systems used to deliver the Services or impair the ability of any other user to use the Services;
      3. not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
      4. not transmit, or input into the Service, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
      5. not attempt to modify, copy, adapt, reproduce, disassemble, decompile, or reverse engineer any computer programs used to deliver the Services or to operate the Service except as is strictly necessary to use either of them for normal operation.
5. Usage Limitations
   Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against OttoLearn’s application programming interface. Any such limitations will be included in the OttoLearn Developer’s Agreement found here.
6. Communication Conditions
   As a condition of these Terms, if You use any communication tools available through the Service (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material that may damage any other person's computing devices or software, content that may be offensive to any other users of the Services, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
7. Indemnity
   You indemnify OttoLearn against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to OttoLearn, including but not limited to any costs relating to the recovery of any Access Fees that are due but have not been paid by You.

4. Confidentiality and Privacy

1. Confidentiality
   Unless the relevant party has the prior written consent of the other or unless required to do so by law:
   1. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
   2. Each party's obligations under this clause will survive termination of these Terms.
   3. The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:
      1. is or becomes public knowledge other than by a breach of this clause;
      2. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
      3. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
      4. is independently developed without access to the Confidential Information.
2. Privacy
   OttoLearn maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy at www.ottolearn.com/privacy and You will be taken to have accepted that policy when You accept these Terms.

5. Intellectual Property

1. General
   Title to and all Intellectual Property Rights in the Services and any documentation relating to the Services remain the property of OttoLearn (or its licensors).
2. Ownership of Data
   Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Access Fee when due. You grant OttoLearn a licence to use, copy, transmit, store, and backup Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
3. Backup of Data
   You must maintain copies of all Data inputted into the Service. OttoLearn adheres to its best practice policies and procedures to prevent data loss, including a daily system data backup regime, but does not make any guarantees that there will be no loss of Data. OttoLearn expressly excludes liability for any loss of Data no matter how caused.
4. Third Party applications and your Data
   If You enable third-party applications for use in conjunction with the Services, You acknowledge that OttoLearn may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. OttoLearn shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
5. Security breach
   If there has been a Security Breach or there is awareness of the possibility of a Security Breach, then OttoLearn shall at its sole expense:
   1. notify You immediately of the occurrence of such Security Breach in writing as set forth in Clause 10.6 (Notices);
   2. provide You with all reasonable assistance requested by You to manage any consequences arising from such Security Breach;
   3. take all reasonable steps necessary for OttoLearn to mitigate any harm resulting from such Security Breach;
   4. take appropriate steps to prevent the recurrence of any Security Breach and notify  You of those steps; and
   5. comply with any compliance order issued by a third party issued to You or OttoLearn as the case may be and provide satisfactory evidence to You of such compliance.

6. Customer Data

1. Responsibility for Customer Data
   You are solely responsible for Customer Data including, but not limited to: (a) compliance with all applicable laws and this Agreement; (b) any claims relating to Customer Data; (c) any claims that Customer Data infringes, misappropriates, or otherwise violates the rights of any third party.
2. Use of Aggregate Data
   You acknowledge and agree that OttoLearn may (i) internally use and modify (but not disclose) Customer Data for the purposes of (A) providing the Services and any support or consultation services to You and (B) generating Aggregated Data (as defined below), and (ii) freely use and make available Aggregated Data for OttoLearn’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing OttoLearn’s products and services). “Aggregated Data” means data submitted to, collected by, or generated by OttoLearn in connection with Customer’s use of the Service, but only in aggregate, de-identified form which is not linked specifically to You or any individual.

7. Warranties and Acknowledgements

1. Authority
   You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
2. Acknowledgement
   You acknowledge that:
   1. You are authorized to use the Services and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
   2. OttoLearn has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
      1. You are responsible for ensuring that You have the right to do so;
      2. You are responsible for authorizing any person who is given access to information or Data, and you agree that OttoLearn has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and
      3. You will indemnify OttoLearn against any claims or loss relating to:
         1. OttoLearn’s refusal to provide any person access to Your information or Data in accordance with these Terms,
         2. OttoLearn’s making available information or Data to any person with Your authorization.
   3. The provision of, access to, and use of, the Services is on an "as is " basis and at Your own risk.
   4. OttoLearn does not warrant that the use of the Service will be uninterrupted or error-free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks, and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. OttoLearn is not in any way responsible for any such interference or prevention of Your access or use of the Services.
   5. It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
3. No Warranties
   OttoLearn gives no warranty about the Services. Without limiting the foregoing, OttoLearn does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title, and non-infringement.

8. Limitation of Liability

1. To the maximum extent permitted by law, OttoLearn excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service.
2. If You suffer loss or damage as a result of OttoLearn’s negligence or failure to comply with these Terms, any claim by You against OttoLearn arising from OttoLearn’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
3. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.

9. Termination

1. Trial policy
   When You first sign up for access to the Services You can evaluate the Services under the defined trial usage conditions, with no obligation to continue to use the Services. If You choose to continue using the Services thereafter, You will be billed when You first add Your billing details into the Services, as set out in more detail in the Fee Schedule. If You choose not to continue using the Services, You may delete Your organization in the 'Account Settings’’’ section of the Services.
2. Prepaid Subscriptions
   OttoLearn will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
3. No-fault termination
   These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period, these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee in accordance with the Fee Schedule, unless either party terminates these Terms by giving at least one month’s advance notice. If You elect to terminate these Terms by providing one month's’ advance notice, You shall be liable to pay all relevant Access Fees up to and including the day of termination of these Terms.
4. Breach
   If You:
   1. breach any of these Terms and do not remedy the breach (if the breach is capable of being remedied) within 14 days after receiving notice of the breach;
   2. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are not paid in full in accordance with the requirements set out in the Fee Schedule); or
   3. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
   OttoLearn may take any or all of the following actions, at its sole discretion:
   1. Terminate this Agreement and Your use of the Services and the Website;
   2. Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
   3. Suspend or terminate access to all or any Data.
   4. Take any of the actions in this clause 8(4) in respect of any or all other persons whom You have authorized to have access to Your information or Data.
   For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans are not made in accordance with the requirements set out in the Fee Schedule, OttoLearn may: suspend or terminate Your use of the Service, the authority for all or any of Your Organizations to use the Service, or Your rights of access to all or any Data.
5. Accrued Rights
   Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
   1. remain liable for any accrued charges and amounts which become due for payment before or after termination; and
   2. immediately cease to use the Services.
6. Expiry or termination
   Clauses 3.1, 3.7, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.

10. Help Desk

1. Technical problems
   In the case of technical problems, You must make all reasonable efforts to investigate and diagnose problems before contacting OttoLearn. If You still need technical help, please check the support provided online by OttoLearn on the Website or failing that email us at support@ottolearn.com.
2. Service availability
   Whilst OttoLearn intends that the Services should be available 24 hours a day, 7 days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.
   If, for any reason, OttoLearn has to interrupt the Services for longer periods than OttoLearn would normally expect, OttoLearn will use reasonable endeavours to communicate to You, in advance, details of such activity.

11. General

1. Entire Agreement
   These Terms, together with the Privacy Policy, Partner Agreement if applicable, Developer Agreement  if applicable, and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and OttoLearn relating to the Services and the other matters dealt with in these Terms.
2. Waiver
   If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
3. Delays
   Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
4. No Assignment
   You may not assign or transfer any rights to any other person without OttoLearn’s prior written consent.
5. Severability
   If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
6. Notices
   Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to OttoLearn must be sent to support@ottolearn.com or to any other email address notified by email to You by OttoLearn. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
7. Rights of Third Parties
   A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
8. Governing law and jurisdiction
   In interpreting the terms of this Agreement, the parties agree that the laws of the Province of Manitoba, Canada shall be applicable.  Any account at law or in equity arising under this Agreement will be filed (i) in the Courts of the State or Province of Customer’s incorporation or principal place of business, should Customer be the defendant in the dispute or (ii) in the Courts of Winnipeg, Manitoba should Provider be the defendant in the dispute.  The parties hereby consent and submit to the exclusive personal jurisdiction of such courts for the purposes of litigating any such action.
9. Disputes
   In the event a party provides written notice to the other party of any controversy, claim, dispute, difference or misunderstanding between the parties arising out of or relating to this Agreement, each party shall designate managers to meet within ten (10) business days and negotiate in good faith in an attempt to reach a written resolution.
   If the parties are unable to resolve the matter through good faith negotiations within ten (10) business days of such meeting, the parties shall, within five (5) additional business days, jointly prepare a written position statement which summarizes the unresolved issues and each party’s proposed resolution.
   Such position statement shall be delivered to each party’s responsible senior executive for resolution within (5) business days. In the event that any matter arising hereunder is not resolved within the specified time periods, each party shall be entitled to pursue any and all remedies that are available to it at law or equity.
   WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. IN ADDITION, YOU AGREE WITH OTTOLEARN TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS.  YOU AGREE WITH OTTOLEARN THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.