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Bluedrop Learning Networks Inc. End User License Agreement (the “User Agreement”)

1. Introduction
1.1. Please read the following terms carefully. They apply to your use of: (1) our Bluedrop360 online platform including all enhancements, versions, and modifications to the foregoing (“Bluedrop360”); (2) our SkillsPass online platform including all enhancements, versions, and modifications to the foregoing (“SkillsPass”); (3) our website, located at http://www.bluedroplearningnetworks.com (the “Website”); and (4) the related services, apps and communications provided through Bluedrop360, SkillsPass or our Website (the “Services”).

SkillsPass is a software as a service solution that is hosted on Bluedrop Learning Network’s cloud platform called Bluedrop360. Key users of SkillsPass include Trainers, Learners and Sponsors. “Trainers” are organizations that perform training and grant certifications in SkillsPass; “Learners” are individuals who receive training from Trainers and have their certification records maintained in SkillsPass; and “Sponsors” are organizations that are associated with an individual Learner for the purposes of accessing the Learner’s certifications in SkillsPass. Sponsors often send employees (Learners) to training courses with Trainers which result in earned certifications. These certifications are then available to the Learner, the Sponsor and in some cases other organizations who are designated as Sponsors within SkillsPass.

1.2. In this User Agreement “you” and “your” refer to any person or entity who downloads, views, uses, accesses, browses or submits any content or material to Bluedrop360 or SkillsPass or registers as a user of the Services. The term “User” refers to Trainers, Sponsors and Learners. The terms “we”, “us” and “our” refers to Bluedrop Learning Network Inc., its affiliates and its partners.

1.3. If you do not agree to the terms of this User Agreement (the “Terms of Use”), then you may not use the Services. We reserve the right to modify these Terms of Use at any time without prior notice. If we make material changes to these Terms of Use, we will provide you notice through our Services, or by other means, to provide you the opportunity to review the changes before they become effective. You agree that each time you access the Services, you shall be subject to the then-current Terms of Use, and continued use of the Services now or following modifications in these Terms of Use confirms that you have read, accepted, and agreed to be bound by such modifications. If you object to any changes, you may close your account.

1.4. We have created a Privacy Policy (http://www.bluedroplearningnetworks.com/privacypolicy.html) that describes our collection, use, and disclosure practices regarding any personal information that you provide to us. We will only use any personal information that we may collect about you in accordance with our privacy policy. Our privacy policy forms an essential part of these Terms of Use and it is important that you read it. By accepting these Terms of Use you also accept and consent to our privacy policy.

2. Acceptance of Terms of Use
2.1. By using our Services, you represent that: (1) you have read, understand, and agree to be bound by these Terms of Use; (2) you are at least 16 years of age; and (3) you have the authority to enter into the User Agreement personally or on behalf of the entity you have named as the User.

2.2. Violating any of the terms and conditions set out in this User Agreement will result in the immediate and automatic termination of your authorization to use any of the Services. You must then (1) immediately cease use of all Services; and (2) remove and delete any and all materials, products, software and applications downloaded or otherwise obtained from or in connection with the Services.

3. Intellectual Property and Proprietary Rights
3.1. All intellectual property rights, including without limitation copyright, in and to Bluedrop360, SkillsPass, the Website and all content and materials (including, but not limited to, all designs, text, graphics, interfaces, images (and the selection and arrangements thereof), software, hypertext markup language (“HTML”), scripts and active server pages) used in the Services therein are owned by and shall remain owned by us, except as otherwise expressly stated in this User Agreement.

3.2. You acknowledge and agree that the Services contain proprietary information and content that is protected by intellectual property and other laws, and may not be used except as provided in these Terms of Use without our prior written permission.

4. Limited Licenses
4.1. We grant you a single user, worldwide, non-assignable, royalty-free, non-exclusive license to access and use Bluedrop360 and SkillsPass on a mobile device or computer that you own or control and to run the copy of Bluedrop360 or SkillsPass solely for your own personal or internal business purposes.

5. Licensed Materials
5.1. You agree that the grant of the above licenses in Bluedrop360 or SkillsPass and content (the “Licensed Materials”) are subject to the following conditions and that you shall not directly or indirectly:

(a) reproduce the Licensed Materials or use the Licensed Materials in any compilation or publication in any medium, including without limitation, incorporate the information, content, or other material in any database, compilation, archive or cache without our prior written consent;
(b) modify, copy, distribute, re-publish, transmit, display, perform, reproduce, publish, reuse, resell, license, create derivative works from, transfer, or sell any information, content, material, software, products or services (including but not limited to Licensed Materials) obtained through the Service in any way other than as permitted in these Terms of Use;
(c) create derivative works based on the Licensed Materials other than as permitted in these Terms of Use;
(d) remove any proprietary notices in relation to our intellectual property rights;
(e) deep-link to the Services for any purpose or access the Services with any robot, spider, web crawler, extraction software, or any other automated process or device to scrape, copy, or monitor any portion of the Services or any information, content, or material from the Services; or
(f) link or frame to any pages of the Services or any content contained therein (including but not limited to Licensed Materials), whether in whole or in part, except as provided herein.

5.2. Any rights not expressly granted herein are reserved.

6. Creating An Account, Password, and Security
6.1. The Services may require you to register and/or create an account with Bluedrop. During this process, you must select an account designation (as a Trainer, Employer/Sponsor or Learner) and create a password.

6.2. You agree to: (1) use a strong and secure password; and (2) keep your password secure and confidential. You are responsible for anything that happens through your account. You agree to (a) immediately notify us of any known or suspected unauthorized use(s) of your password or account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password; and (b) ensure that you exit from your account at the end of each session. We will not be liable for any injury, loss or damage of any kind arising from or relating to your failure to comply with (a) and (b) or for any acts or omissions by you or someone else using your account and/or password.

6.3. You may also be asked to provide certain personal information to us, including a valid email address and the region you are located. In consideration of the use of the Services, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form, and (b) maintain and promptly update the personal information you provide to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

6.4. You agree that we may provide notices to you in the following ways: (1) within the Service, or (2) a message sent to the contact information you provided us (e.g., email, mobile number, physical address).

7. Modifications to Services
7.1. We reserve the right to modify the Services (or any part thereof), including but not limited to the Services’ features, look and feel, and functional elements without notice, including without limitation, through bug fixes, patches and version updates which add, modify and/or remove features of the Services (collectively, “Updates”). You agree that we may install all such Updates as required in our sole discretion.

8. Discontinuation of Services
8.1. We reserve the right to discontinue – temporarily or permanently – the Services (or any part thereof) without notice. If the Services are discontinued, we have no responsibility to continue to store or keep any information you have posted via the Services. You acknowledge that we may prevent your access to the Services at any time in our sole discretion, including without limitation, your access to any content created, submitted, posted, displayed on or through any of the Services.

9. Feedback
9.1. You agree that submission of any ideas, suggestions, documents, and/or proposals to us through our suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at your own risk and that we have no obligation (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Bluedrop a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Bluedrop360, SkillsPass or the other Services.

10. User Conduct and Prohibited Use of Services
10.1. Your use of the Services is subject to all applicable laws of your jurisdiction. You agree to comply with all reasonable instructions that we may give you regarding the use of the Services. Without limiting the generality of the previous sentence,

(a) you agree to comply with Canadian and local laws or rules regarding online conduct and acceptable content, and regarding the transmission of technical data exported through the Services from Canada or the country in which you reside;
(b) provide accurate information to us and keep it updated; and
(c) use the Services in a professional manner.

10.2. You may not use the Services in any inappropriate, unauthorized or unlawful manner or for any purpose which violates any laws in either your or our jurisdiction including but not limited to conduct and content resulting from the use of the Services. Without limiting the foregoing, you shall not, in respect of your use of the Services:

(a) harass others or disclose personal information about others that could amount to harassment;
(b) publish, post, upload, store, distribute or disseminate any unlawful, defamatory, infringing, obscene, harmful, confidential, libellous, hateful, threatening or otherwise illegal material (including but not limited to Licensed Materials) or information or anything which might constitute a criminal offence or give rise to a civil liability either for you or us;
(c) upload files that contain software or other material which are the intellectual property of any third party or which are protected by rights of privacy or publicity of any third party without having received all necessary consents or otherwise use the Services in such a way as to violate the intellectual property rights of any third party;
(d) upload files that contain viruses, corrupted files, or any other software or programs that may interfere with or damage the operation of the Services;
(e) violate the intellectual property or other rights of Bluedrop, including, without limitation, (i) copying or distributing our learning videos or other materials or (ii) copying or distributing our technology, unless it is released under open source licenses; (iii) using the word Bluedrop360, SkillsPass or Bluedrop or our logos in any business name, email, or URL;
(f) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology that is not open source;
(g) manipulate identifiers in order to disguise the origin of any message or post transmitted through the Services;
(h) create a false identity or create a profile for anyone other than a real person;
(i) use or attempt to use another person’s account;
(j) impersonate others;
(k) promote or encourage illegal acts, the violation of any right of any individual or entity, the violation of any local, state, national or international law, rule, guideline or regulation, or otherwise creates liability;
(l) commit any acts of infringement on the Services or with respect to Services content or Software;
(m) use the Services to engage in commercial activities;
(n) attempt to gain unauthorized access to other computer systems from or through the Services;
(o) interfere with another person’s use and enjoyment of the Services or another entity’s use and enjoyment of the Services;
(p) use the Services for chain letters, junk mail, spamming, or use of distribution lists;
(q) solicit email addresses or other personal information from Users you don’t know, without authorization;
(r) use, disclose or distribute any data obtained in violation of this User Agreement;
(s) bypass, circumvent, disrupt, interfere with, or otherwise harm or violate the security or controls of the Services, system resources, accounts, passwords, servers or networks connected to or accessible through the Services or affiliated or linked sites;
(t) develop, support or use software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology or manual work) to scrape the Services or otherwise copy profiles and other data from the Services;
(u) use, copy, download, extract or reutilise any part of the Services, or use or allow any third party (such as search engines), to use, copy, download, extract or reutilise any part of the Services without the consent of Bluedrop;
(v) imply or state that you are affiliated with or endorsed by Bluedrop360 or SkillsPass without our express consent;
(w) rent, lease, loan, trade, sell/re-sell access to the Services or related data;
(x) remove any copyright, trademark or other proprietary rights notices contained in or on our Service;
(y) engage in framing, mirroring, or otherwise simulating the appearance or function of the Services;
(z) overlaying or otherwise modifying the Services or their appearance;
(a) access the Services except through the interfaces expressly provided by Bluedrop; or
(b) use a Service for tasks that it is not intended for.

11. Restrictions on User Generated Content
11.1. To the extent that the Services allow you and others to post, upload, transmit, display, publish, distribute, or otherwise submit material (collectively, “Submit”), including, but not limited to, photos, images, information, articles, illustrations, audio files, videos, or text (collectively, “User Generated Content”) you agree not to Submit any User Generated Content that:

(a) contains vulgar, profane, abusive, hateful, or sexually explicit language, epithets or slurs, text or illustrations in poor taste, inflammatory attacks of a personal, sexual, racial or religious nature, or expressions of bigotry, racism, discrimination or hate;
(b) is defamatory, threatening, disparaging, inflammatory, false, misleading, deceptive, fraudulent, inaccurate, or unfair, contains gross exaggeration or unsubstantiated claims, violates the privacy rights or right of publicity of any third party, is unreasonably harmful or offensive to any individual or community, contains any actionable statement, or tends to mislead or reflect unfairly on any other person, business or entity;
(c) contains copyrighted content (copyrighted articles, illustrations, images, lyrics, photos, audio, video, poems, text, or other content) without the express permission of the owner of the copyrights in the content;
(d) infringes any copyright, trademark, patent, trade secret, or other intellectual property right of us or any third party;
(e) harms or is inappropriate for minors to view;
(f) advertises, promotes or offers to trade any goods or services;
(g) is intended primarily to promote a cause or movement, whether political, religious or other;
(h) links to any commercial or other website; or
(i) is not otherwise in compliance with these Terms of Use.

12. User Representations and Warranties
12.1. You retain all rights in the User Generated Content you Submit through Bluedrop360 or SkillsPass. You grant us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, license, distribute, reproduce, modify, adapt, publicly perform, publicly display, derive revenue or other remuneration from, and communicate to the public, all User Generated Content you Submit (in whole or in part) and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any worldwide intellectual property right, including moral rights, that may exist in such User Generated Content. This includes the right to edit and make formatting changes to your User Generated Content (such as translating it, modifying the size, layout or file type or removing metadata) and the right to make your User Generated Content available on any other sites, applications, and Bluedrop interfaces.

12.2. Each time you Submit User Generated Content to the Services, you warrant that you have good and proper title to the User Generated Content and have all necessary rights, power and authority to grant the above license. You agree that you waive all moral rights you may otherwise have in the User Generated Content.

13. Disclaimer of Responsibility for User Generated Content
13.1. You acknowledge and agree that we do not control the User Generated Content Submitted to any Service, and agree that we are not responsible for such User Generated Content. Bluedrop assumes no responsibility or liability for this material and assumes no responsibility for monitoring the Services for inappropriate conduct or content. We specifically disclaim any duty, obligation, or responsibility, to review, screen, refuse to post, remove, or edit any User Generated Content. You are solely responsible for content you post or transmit to other Users. Without limiting the foregoing, we have the right to remove any User Generated Content that violates these Terms of Use or is otherwise objectionable, as determined by us.

13.2. In addition, we do not represent or warrant that any other content or information accessible via the Services is accurate, complete, or current. We assume no responsibility or liability for any errors or omissions in the content of the Service.

14. Learner Certifications and Trainer Obligations
14.1. Bluedrop does not review Learner certificate information. By using the Service and entering certifications associated with particular Learners, each Trainer and/or Sponsor represents and warrants that the information provided in respect of a Learner is true and correct.

14.2. Bluedrop does not accept any responsibility for the accuracy or timeliness of any content or certifications provided by Trainers and / or Sponsors.

14.3. If a Learner disputes any certification provided by a Trainer and / or a Sponsor, the Learner should contact the Trainer and / or Sponsor to resolve the dispute.

14.4. Once a Trainer or Sponsor has associated a particular certificate or credential with a particular Learner, the certificate record can only be deleted or modified by the Trainer, Sponsoror by us. Learner certificate information will continue to be stored and remain accessible if the Trainer’s account which entered the information is deleted.

15. Disclaimer and Limit of Liability
15.1. THE INFORMATION, CONTENT, PRODUCTS, SERVICES, AND MATERIALS PROVIDED BY THE SERVICES (WHETHER PROVIDED BY US, YOU, OTHER USERS, AND AFFILIATES OR THIRD PARTIES), INCLUDING WITHOUT LIMITATION, MATERIAL, TEXT, PHOTOS, GRAPHICS, AUDIO FILES, VIDEO, MEDIA DEVICES, AND LINKS, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

15.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

15.3. TO THE EXTENT PERMITTED UNDER LAW, BLUEDROP AND ITS AFFILIATES SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE SERVICES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE OR PERFORMANCE OF THE SERVICES.

15.4. WITHOUT LIMITING THE ABOVE, BLUEDROP AND/OR ITS AFFILIATES SPECIFICALLY ASSUME NO RESPONSIBILITY OR LIABILITY IN ANY MANNER:

(a) ARISING OUT OF OR IN CONNECTION WITH ANY INFORMATION, CONTENT, PRODUCTS, OR MATERIAL AVAILABLE ON OR THROUGH THE SERVICES, AS WELL AS ANY THIRD PARTY WEBSITE PAGES OR ADDITIONAL WEBSITES LINKED TO THE SERVICES, FOR ANY ERROR, DEFAMATION, LIBEL, SLANDER, OMISSION, FALSEHOOD, OBSCENITY, PROFANITY, DANGER, OR INACCURACY IN THE SERVICES; OR
(b) FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, BROWSING OF, OR DOWNLOADING OF ANY MATERIAL FROM THE SERVICES OR FROM THE USE OF ANY MEDIA DEVICES PROVIDED BY BLUEDROP IN CONNECTION WITH THE SERVICES.

15.5. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY of BLUEDROP AND/OR ITS AFFILIATES TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED (A) THE AMOUNT PAID BY YOU TO BLUEDROP, IF ANY, OR (B) $100 (WHICHEVER IS LESS).

15.6. This limitation of liability is part of the basis of the bargain between you and Bluedrop and shall apply to all claims of liability (e.g. Warranty, tort, negligence, contract, law) and even if Bluedrop or its affiliates has been told of the possibility of any such damage, and even if these remedies fail their essential purpose.

16. Indemnity
16.1. You agree that you will fully indemnify and hold Bluedrop, its affiliates, officers, directors, agents and contractors of the foregoing entirely harmless against any claims, costs, damages (whether direct, indirect, or consequential, including lawyers’ fees) made by anyone in connection with your (a) your use of the Services, (b) with User Generated Content or information you Submit on or through the Services, (c) with any alleged infringement of intellectual property right or other right of any person or entity relating to the Services, (d) your violation of these Terms of Use, and any other acts or omissions relating to the Services.

17. Termination
17.1. Both you and Bluedrop may terminate this Agreement at any time with notice to the other. On termination, you lose the right to access or use the Services.

17.2. To disable your account contact support@bluedrop360.com

18. Dispute Resolution
18.1. You agree that the laws of the Province of Newfoundland and Labrador, Canada, excluding its conflict of laws rules, shall exclusively govern any dispute relating to this User Agreement and/or the Services. You agree to the exclusive jurisdiction of the Courts of the Province of Newfoundland and Labrador in the event of any dispute or proceeding.

19. General Terms
19.1. If any provision of this User Agreement is declared invalid or unenforceable, such finding will not affect the validity or enforceability of any other provision hereof and any such invalid or unenforceable provision will be deemed to be severed to the extent such severance is permitted under applicable law.

19.2. To the extent allowed by law, the English language version of this User Agreement shall govern and other translations are for convenience only. This User Agreement (including additional terms that may be provided by us when you engage with a feature of the Services) is the only agreement between us regarding the Services and supersedes all prior agreements for the Services.

19.3. If we do not act to enforce a breach of this User Agreement, that does not mean that Bluedrop has waived its right to enforce this User Agreement.

19.4. You may not assign or transfer this User Agreement (or use of Services) to anyone without our consent. We may assign or license any and all of our rights and obligations under this User Agreement to any person as we may, in our sole discretion, deem appropriate, including without limitation in connection with a merger, reorganization or sale of all or substantially all assets or equity interests.

19.5. Except as expressly stated herein, there are no third party beneficiaries to this User Agreement.

20. Complaints Regarding Content
20.1. We respect the intellectual property rights of others. We require that information posted by Users be accurate and not in violation of the intellectual property rights or other rights of third parties. If you have any concerns about this, please contact us using the links below.

21. How To Contact Us
21.1. If you want to send us notices or service of process, please contact us: support@bluedrop360.com

Last updated Oct. 3, 2019