Master Subscription Agreement

1. Definitions

2. Use of Software

OttoLearn grants you the right to access and use the Service 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:

1. the Subscriber determines who is an Invited User and what level of user role access to the 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 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 the 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 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 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 9.
   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. General obligations
   You must only use the Service for your own lawful internal business purposes, in accordance with this Agreement. For further clarification, you shall not: (i) modify or copy the Service or create any derivative works based on the Service; (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Service available to any third party, other than to Invited Users as permitted herein; (iii) reverse engineer or decompile any portion of the Service, including but not limited to, any software utilised by OttoLearn in the provision of the Service, except to the extent required by applicable laws; or (iv) modify, copy or create derivative works of any features, functions, integrations, interfaces or graphics of the Service.
3. 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. You must take all other actions that are reasonably necessary to maintain or enhance the security of your computing systems and networks used to access the Service.
   2. As a condition of this Agreement, when accessing and using the Service, you must:
      1. not attempt to undermine the security or integrity of OttoLearn’s computing systems or networks or, where the Service is hosted by a third party, that third party’s computing systems and networks;
      2. not use or misuse the Service in any way which may impair the functionality of the Service, or other systems used to deliver the Service or impair the ability of any other user to use the Service;
      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 Service is 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 Service or to operate the Service except as is strictly necessary to use either of them for normal operation.
4. Communication Conditions
   As a condition of this Agreement, 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 tools for posting or disseminating any material that may damage any other person’s computing devices or software 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).
5. Indemnity
   You indemnify OttoLearn against: all claims, costs, damage and loss arising from your breach of any of the terms of this Agreement 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 found to be due by a court of law, mediator, or arbitrator, 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 this Agreement. 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 this Agreement.
   2. At any time upon the request of the disclosing party, the receiving party will immediately return to the disclosing party all of the disclosing party’s Confidential Information and copies thereof or, if directed by the disclosing party, the receiving party will immediately destroy such Confidential Information and all copies thereof, and shall furnish proof of their destruction to the disclosing party.
   3. Each party’s obligations under this Clause 4.1 will survive termination of this Agreement.
   4. 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/legal/privacy-policy and you will be taken to have accepted that policy when you accept this Agreement.

5. Intellectual Property

1. General
   Title to and all Intellectual Property Rights in the Service and any documentation relating to the Service 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. You grant OttoLearn a licence to use, copy, transmit, store, and backup your information and Data solely for the purposes of providing the Service to you, enabling you to access and use the Service, and as detailed in Clause 6.2. OttoLearn is responsible for complying with all applicable laws and this Agreement as they relate to Subscriber Data with respect to such use.
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.
4. Third Party applications and your Data
   If you enable third-party applications for use in conjunction with the Service, you acknowledge that OttoLearn may allow the providers of those third-party applications to access your Data solely as required for the interoperation of such third-party applications with the Service. 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
   The parties shall immediately notify each other in writing of any known or suspected Security Breach. In the event of a confirmed Security Breach, then OttoLearn shall at its sole expense:
   1. notify You and any required government or supervisory authorities, as soon as feasible and in accordance with all applicable privacy laws;
   2. provide You with reasonable assistance requested by You to assist You in mitigating any harm resulting from such Security Breach;
   3. take 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 OttoLearn as the case may be and provide satisfactory evidence to you of such compliance.

6. Subscriber Data

1. Responsibility for Customer Data
   You are responsible for Subscriber Data including, but not limited to: (a) compliance with all applicable laws (including obtaining all applicable consents) and this Agreement; (b) any claims that Subscriber 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) Subscriber Data for the purposes of (A) providing the Service 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 Subscriber’s use of the Service, but only in aggregate, anonymized, and de-identified form such that it is no longer identifiable to any particular individual and cannot be used alone, or together with other information, to identify a specific individual.
3. Data Encryption
   To protect data in transit between browsers, OttoLearn apps and our servers, OttoLearn uses Secure Sockets Layer (SSL)/Transport Layer Security (TLS) for data transfer, creating a secure tunnel protected by 128-bit or higher Advanced Encryption Standard (AES) encryption.
   To protect data at-rest, OttoLearn’s database is encrypted using 256-bit Advanced Encryption Standard (AES).
4. Data Access
   You may, at any time, download your Data using any available data export tools within OttoLearn. If you wish to download Data which is not currently available within a data export tool, you must request this data, and it will be provided as soon as feasible, no longer than 30 days after receiving the request.
5. Data Retention
   With the exception of Aggregated Data as described in Clause 6.2, OttoLearn only stores your Data for the time needed to provide to you our Service, and for up to 3 months following the closing of your account (unless otherwise required by law).
6. Data Storage Location
   Our server and database storage infrastructure is at the Amazon Web Services (AWS), Microsoft (Azure), and Google Cloud Platform (GCP) datacenters in Canada.
7. Data Processing Location
   Primary data processing will occur at our data storage locations.
   Non-persistent data processing, which is required to process user data closer to the user’s location, or perform specialized functions such as translation, may be performed through AWS, Azure or Google datacenters located outside of Canada

7. Warranties and Acknowledgements

1. Acknowledgement
   You acknowledge that:
   1. You are authorized to access the information and Data that you input into the Service, including any information or Data input into the Service 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 Service (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.
   3. The provision of, access to, and use of, the Service 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 Service. OttoLearn is not in any way responsible for any such interference or prevention of your access or use of the Service.
   5. It is your sole responsibility to determine that the Service meet the needs of your business and are suitable for the purposes for which it is used.
2. No Warranties
   OttoLearn gives no warranty about the Service. Without limiting the foregoing, OttoLearn does not warrant that the Service 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. Other than in connection with OttoLearn’s indemnification obligations hereunder, 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 any applicable laws or this Agreement, 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 (the “Liability Cap”).
   For greater certainty, as it relates to claims for a breach of OttoLearn’s obligations under Clause 4 (Confidentiality and Privacy) above the Liability Cap will be the Access Fees paid by you in the previous 24 month (rather than the 12 months of Access Fees for other types of claims).
3. If you are not satisfied with the Service, your sole and exclusive remedy is to terminate this Agreement in accordance with Clause 9.
4. We will defend you from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Service as permitted under the Agreement infringes or misappropriates a third party’s intellectual property rights (each, a “Claim Against You”), and will indemnify, save and hold harmless you, your affiliates, directors, officers, agents and employees, individually or collectively, for all reasonable attorney’s fees incurred and damages and other costs paid or incurred by you in connection with or as a result of, and for amounts paid by you under a settlement we approve of in connection with, a Claim Against You; provided, however, that we will have no liability if a Claim Against You arises from (a) any Subscriber Data infringing or misappropriating a third party’s intellectual property rights and (b) any modification, combination or development of the Service that is not performed or authorized by us, including in the use of any application programming interface (API). You must provide us with prompt written notice of any Claim Against You and allow us the right to assume the defense and control, and cooperate with any reasonable requests assisting our defense and settlement of such matter. However, any settlement agreement will require your prior approval. If your use or possession of any part of the Service is or is likely to be enjoined as an infringement of any third party intellectual property rights, OttoLearn shall, at your option and OttoLearn’s expense either: (a) procure for you the right to continue to use the Service under the terms of this Agreement; or (b) replace or modify the Service so that it is non-infringing. If these options do not adequately protect your interests, in your sole discretion, you may elect to terminate this Agreement and OttoLearn shall remit a pro rata refund to you of all fees paid in advance by you here under to the date of termination. This Clause states our sole liability with respect to, and your exclusive remedy against us for any Claim Against You.

9. Termination

1. Trial policy
   When you first sign up for access to the Service you can evaluate the Service under the defined trial usage conditions, with no obligation to continue to use the Service. If you choose to continue using the Service thereafter, you will be billed when you first add your billing details into the Service, as set out in more detail in the Fee Schedule. If you choose not to continue using the Service, you may delete your organization in the ‘Account Settings’ section of the Service.
2. Prepaid Subscriptions
   OttoLearn will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
3. No-fault termination
   This Agreement will continue for the period covered by the Access Fee paid or payable. At the end of each billing period, this Agreement 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 this Agreement by giving at least one month’s advance notice in accordance with Clause 11.6. If you elect to terminate this Agreement 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 this Agreement.
4. Breach
   If You:
   1. breach any of the terms in this Agreement 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 the terms in this Agreement and the breach is not capable of being remedied (which includes (without limitation) any breach of Clause 3.1 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 Service;
   2. suspend for any definite or indefinite period of time, your use of the Service; or
   3. take any of the actions in this Clause 9.4 in respect of any or all other persons whom you have authorized to have access to your information or Data.
   You acknowledge that your breach of this Agreement may cause irreparable harm to OttoLearn, the extent of which would be difficult to ascertain.
   Accordingly, you agree that, in addition to any other remedies to which OttoLearn may be legally entitled, OttoLearn will have the right to seek immediate injunctive relief in the event of a breach of this Agreement by you or any of your officers, employees, consultants, or other agents.
5. Accrued Rights
   Termination of this Agreement 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 Service.
6. Expiry or termination
   Clauses 3.1, 3.5, 4, 5, 6, 7, 8 and 11 survive the expiry or termination of this Agreement.

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
   While OttoLearn intends that the Service should be available 24 hours a day, 7 days a week, it is possible that on occasions the Service or Website may be unavailable to permit maintenance or other development activity to take place.
   If, for any reason, OttoLearn has to interrupt the Service for longer periods than OttoLearn would normally expect, OttoLearn will use reasonable efforts to communicate to you, in advance, details of such activity.

11. General

1. Entire Agreement
   This Agreement, 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 this Agreement, 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 Service and the other matters dealt with in this Agreement. In this Agreement, “including” (and similar terms) are to be construed without limitation, and headings are for convenience only.
2. Waiver
   If either party waives any breach of this Agreement, 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 this Agreement 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 this Agreement 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 this Agreement 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 this Agreement has no right to benefit under or to enforce any term of this Agreement.
8. Governing law and jurisdiction
   Any account at law or in equity arising under this Agreement will be conducted (i) in the Courts of Manitoba, Canada should the Subscriber have its principal place of business in Canada, or (ii) in the Courts of Delaware, U.S. for all other Subscribers. The parties hereby consent and submit to the exclusive personal jurisdiction of such courts for the purposes of litigating any such action.In interpreting the terms of this Agreement, the parties agree that the laws of the filing jurisdiction shall govern.
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.
   In the event of a dispute arising out of or relating to this Agreement, each party shall continue to perform its respective obligations hereunder as long as the other party is attempting to resolve the dispute in good faith and such other party is not in material breach of this Agreement.
   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.