USER AGREEMENT FOR WEB-BASED SOFTWARE DEVELOPED BY LEARNACUS TECHNOLOGIES INC. (“LEARNACUS”):

IMPORTANT-READ CAREFULLY. This User License Agreement ("ULA") is a legal agreement between the User described below (hereinafter referred to as the “User”) and LEARNACUS for the use of LEARNACUS software which is available via the internet and may include associated software components, media, printed materials, and "online" or electronic documentation (together, the "Software Product"). By installing, copying, or using the Software Product, the User agrees to be bound by the terms of this ULA. The Software Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software Product is licensed, not sold, and LEARNACUS retains ownership of the Software Product. The User will take all necessary steps to ensure that the User’s employee’s agents, contractors, representatives and affiliates who use the Software Product comply with the terms of the ULA.

GRANT OF USER LICENSE. THE SOFTWARE PRODUCT IS LICENSED AS FOLLOWS: During the Term as defined below and subject to payment of the specified fees, LEARNACUS grants the User a non-transferable (subject to the terms specified herein), non-exclusive licence to use the Software Product. The Software Product will be accessed by the User over the internet and will be run on servers owned or controlled by LEARNACUS.

TERM. This license shall commence on the date the user enrols in the LEARNACUS Program (the “Commencement Date”), and shall remain in effect until terminated (the “Term”). Either party may terminate this ULA with or without cause by providing two (2) business days written notice to the other party. If the User is in default under this ULA (including without limitation, non-payment), then LEARNACUS may immediately terminate the ULA without prior notice to the User.

FEES. The User agrees to pay the following fees to LEARNACUS in exchange for this license: user will pay what user feels Software Product is worth, at user’s discretion. All amounts refereed to in this agreement are in Canadian Dollars.

ACCOUNT AND PASSWORD. As a registered user of the Software Product, the User may receive or establish an account ("Account"). The User is solely responsible for maintaining the confidentiality and security of the User’s Account. The User should not reveal the User’s Account information to anyone else or use any other user's Account. The User is entirely responsible for all activities that occur on or through the User’s Account, and the User agrees to immediately notify LEARNACUS of any unauthorized use of the User’s Account or any other breach of security with respect to the User’s Account. LEARNACUS is not responsible for any losses arising out of the unauthorized use of the User’s Account which is not due to the negligence of LEARNACUS.

SUPPORT. LEARNACUS has no support obligation.

DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

Copying. The User shall not copy the Software Product.

Maintenance of Copyright Notices. The User must not remove or alter any copyright notices on all copies of the Software Product and the user will not use the logos, marks or trademark of LEARNACUS without the written authorization of LEARNACUS.

Distribution. The User may not distribute or sell copies of the Software Product to third parties. Prohibition on Reverse Engineering, Decompilation, and Disassembly. The User may not reverse engineer, decompile, or disassemble the Software Product except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

Rental. The User may not rent, lease, or lend the Software Product.

Transfer. The User may not transfer all of the User’s rights under this ULA,

Compliance with Applicable Laws. The User must comply with all applicable laws regarding use of the Software Product.

ADDITIONAL MODIFICATIONS. LEARNACUS may provide updates, enhancements, changes or additions to the Software Product by posting the same on the LEARNACUS website. Any additional modifications made by LEARNACUS shall remain the property of LEARNACUS, provided that such additional modifications shall be deemed to be included in the Software Product and licensed to the User pursuant to this ULA.

NO WARRANTIES. LEARNACUS expressly disclaims any warranty for the SOFTWARE PRODUCT. THE SOFTWARE PRODUCT AND ANY RELATED DOCUMENTATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT REMAINS WITH THE USER.

LEARNACUS DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT THE USER’S USE OF THE SOFTWARE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, AND THE USER AGREES THAT FROM TIME TO TIME LEARNACUS MAY REMOVE THE SOFTWARE PRODUCT FOR TEMPORARY PERIODS OF TIME, WITHOUT NOTICE TO THE USER. LEARNACUS DOES NOT GUARANTEE, REPRESENT OR WARRANT THAT THE SOFTWARE PRODUCT WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND LEARNACUS DISCLAIMS ANY LIABILITY RELATING THERETO.

LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, in no event shall LEARNACUS or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Software Product or the provision of or failure to provide Support Services, even if LEARNACUS has been advised of the possibility of such damages. In any case, LEARNACUS’ entire liability under any provision of this ULA shall be limited to the greater of the amount actually paid by the User for the Software Product or CAD$5.00.

COVENANTS OF THE USER. The User covenants and agrees to indemnify and hold harmless LEARNACUS, its customers, officers, directors, employees and agents from and against any losses, claims, actions, liability, damages and costs arising from:

(a) any representations or warranties of the User set forth in this ULA being incorrect or breached, or any of the covenants set forth in this ULA being breached;

(b) any liability that may arise as a consequence of the User’s business or the services performed by the User in respect of the Software Product, its implementation, or otherwise; and

(c) any and all actions, lawsuits, proceedings, demands, assessments, judgments, costs and legal and other expenses incidental to the foregoing.

MARKS. All of LEARNACUS' trademarks, marks, trade names, patents, copyrights, trade secrets, confidential information, designs, drawings, formulas or other data, photographs, samples, literature, and sales aids of every kind will remain the property of LEARNACUS.

INDEMNITY. The User agrees to ensure that the User’s officers, directors, employees and agents are aware of the obligations of the User pursuant to the terms of this ULA and the User agrees to indemnify and save LEARNACUS, its affiliates, authorized representatives, directors, officers, employees, and agents, harmless from and against any breach of or default under this ULA by the User and any persons for whom the User is the User is in law responsible. The User will defend, indemnify and hold LEARNACUS, its affiliates, authorized representatives, directors, officers, employees, and agents (collectively the “Indemnified Party”) harmless from and against all losses, fines, claims, suits, proceedings, damages, expenses, liabilities, and judgments (including reasonable attorney fees and other professional and court costs), incurred, claimed or sustained by independent third parties whether for personal injury or property or business damage or otherwise, due to or arising in any way from the User’s or any of the User’s affiliates’ use of the Software Product, and will indemnify the Indemnified Party for all damages, losses, costs and expenses (including reasonable attorney fees) due to such use and also for any improper or unauthorized use of the Software Product.

PERSONAL INFORMATION. The User hereby authorizes LEARNACUS to collect such Personal Information LEARNACUS may reasonably deem necessary to carry on and conduct its business with the User in accordance with the LEARNACUS’ privacy policy, as posted on the LEARNACUS web-site. This Privacy Policy may be amended from time to time.

GOVERNING LAW. This ULA is governed by the laws of the Province of British Columbia, Canada. Each of the parties hereto irrevocably returns to the jurisdiction of the courts of the Province of British Columbia and further agrees to commence any litigation which may arise hereunder in the courts located in the Province of British Columbia.

Billing and Refunds

Learnacus Technologies Inc. provides online training programs where by payment is made by a non-obligatory financial contribution. Contributions are made after the product has been reviewed and to the satisfaction of the user. As the user is under no obligation to pay, there will be no refunds issued once a payment contribution has been made. Note that when the payment prompt is played at the end of a lesson the user must choose their payment option, either “Free this time” or a monetary amount, in order to view any further lesson material.