This Certified Training Partner Agreement (“CTP Agreement”) constitutes a legally binding agreement made by you, whether personally or on behalf of an entity (“Partner” or “CTP”) , having its principal business at and Tyootr Inc and its affiliate companies (collectively, “Company”, or “we” or “us” or “our”), having its principal business at 1000, N West St Suite 1200, Wilmington, DE 19801, USA.

Together, Tyootr and Certified Training Partner may be referred to individually as the “Party” and together as the “Parties.” This Agreement is effective as of the date the Agreement is accepted by Certified Training Partner and confirmed by Tyootr Inc via an electronic confirmation message (the “Effective Date”).

This Agreement includes the following attachments, which are hereby incorporated by this reference:

1. EXHIBIT A: Joint Obligations

2. EXHIBIT B: Fees and Payment Terms

3. EXHIBIT C: Compliance with laws

WHEREAS Tyootr has implemented an on-line contract system enabling Certified Training Partner to review and execute the CTP Agreement, or any extension, renewal, or amendment thereof, in electronic format; and

WHEREAS Tyootr has delivered an e-mail containing a link to the Agreement to an officer or representative of Certified Training Partner authorized to execute the Agreement; and

WHEREAS the Certified Training Partner has reviewed the Agreement, and hereby wishes to assent to its terms and conditions by signing this agreement;

NOW THEREFORE, the Parties further agree as follows:

1.DEFINITIONS

1.1.Authorized Area means the geographic area(s), as defined in the operational guidelines within Program Requirements, wherein the Certified Training Partner is authorized to announce and deliver public open enrollment Training Course(s).

1.2. Tyootr.com means the Tyootr website, currently located at www.Tyootr.com.

1.3.Tyootr Content means (a) material provided by Tyootr, directly or indirectly, to Certified Training Partner for delivery of Tyootr standard courses, including but not limited to software, CD-ROMs, training manuals, videos, guides, books and material; (b) other material provided by Tyootr, directly or indirectly, to Certified Training Partner to provide Tyootr related training; (c) certain Tyootr Marks (defined below); and (d) the visual appearance and “look and feel” of displays, animation, menus, layouts, user interfaces, graphics and other copyrightable elements contained in the Tyootr Products.

1.4. Tyootr Derived Course means to all the content which Tyootr has derived from the Original Content. It includes written, recorded, or digital content in any media (paper, transparencies, computer files on disk, portable media such as CD/DVD, USB Drives, online on an intranet or internet, or any other media) and includes all material including podcasts, videos, posts or attachments in forums, or any other content or media that may be developed in future.

1.5. Tyootr Entity means Tyootr or any of its wholly-owned subsidiaries.

1.6. Tyootr Training Platform (“TTP” means an online SaaS platform to distribute Training Material and training services to Tyootr Certified Training Partner.

1.7. Tyootr Certified Training Partner (“CTP”) means any Party (other than Tyootr) to a then current, valid CTP Agreement. The CTP must meet the criteria established by Tyootr for the Partner Program, and remain in good standing for the term of the Agreement. A CTP is authorized by Tyootr to purchase training material and training services, product and/or solutions, depending on Program Requirements, in the Authorized Area.

1.8. Tyootr Certified Training Partner Website means the Tyootr Certified Training Partner website, currently located at https://www.Tyootr.com/Partners/Index.

1.9. Tyootr Learning Portal means online learning interface (web apps and mobile apps) CTP students can access online learning content.

1.10.Tyootr License Course means any non-Tyootr work or course for which that Tyootr has been granted a license to distribute to Certified Training Partner by a third party.

1.12.Tyootr Licensed Property includes, but is not limited to, any Tyootr Intellectual Property, Intellectual Property Rights, any Tyootr Products, visual depictions of Tyootr Products, and any visual depictions of the user interfaces to any Tyootr Products.

1.13. Tyootr Marks means Tyootr’s trademarks, trade names, service marks, service names, logos or trade dress.

1.14. Tyootr Products means Tyootr hardware, software, firmware, Intellectual Property, or any combination thereof (including without limitation routers, switches, and the Internet working Operating System software).

1.15. Tyootr Standard Course means any course pertaining to Tyootr Products taught in a format and using the material specified by Tyootr.

1.16. Student means a student enrolled in a Training Course.

1.17. Confidential Information refers to: (i) trade secrets, know how, inventions, research, techniques, processes, programs, schematics, source documents, Software, and data owned by each Party; (ii) the Tyootr Content and Program pricing information; (iii) the business or technical information of either Party, including but not limited to any information relating to product plans, business plans, designs, costs, product prices and names, finances, marketing plans, customer lists, and business opportunities; (iv) any information designated in writing by either Party as “confidential” or “proprietary”; (v) any information which, under the circumstances taken as a whole would reasonably be understood to be confidential; and (vi) the terms and conditions (but not the existence) of this Agreement.

1.18. Derivative Work means any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this Agreement, Derivative Work shall not include work that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Work.

1.19. Direct Purchase means the Certified Training Partner has been granted the right to purchase Training Material directly from Tyootr under this Agreement.

1.20. E-Learning Offering means a Training Course designed to be delivered over the Internet other than as defined in ILT Offering. For purposes of qualification for the curriculum requirement, the only e-learning which will be applicable will be that which is both synchronous and delivered by Tyootr Learning portal. VODs, books, AODs or other training material will not be counted.

1.22. ILT Offering means an Instructor-led Training Course delivered by an accredited trainer in a physical, virtual or simulated classroom environment.

1.23. Intellectual Property means any intangible asset that consists of human knowledge and ideas. Some examples are patents, copyrights, trademarks and software.

1.24. Intellectual Property Rights means, collectively, all of the following worldwide intangible legal rights, whether or not filed, perfected, registered or recorded and whether now or hereafter existing, filed, issued or acquired: patents, patent applications and disclosures, copyrights, trade secrets, moral rights, mask work rights, know-how, trademarks, trade names, service marks, service names, logos or trade dress and all other proprietary or intangible rights.

1.25. Joint Obligations means the Tyootr Certified Training Partner program obligations, which are attached as Exhibit A.

1.26. Lab means the use of Tyootr Products as a practical aid to the learning experience that results in the Tyootr Student handling, configuring, programming, or otherwise manipulating Tyootr Product in a physical, remote or simulated environment as part of, or separate from, the Training Course.

1.27. Learning Services means services provided by Certified Training Partner to support offerings as set forth in the Certified Training Partner Program Requirements.

1.28. Non-Genuine Products are any and all products: (i) to which a Tyootr mark, trademark or service mark has been affixed without Tyootr’s consent; (ii) that do not originate from Tyootr or are produced without the approval of Tyootr; and (iii) are generally produced with the intent to counterfeit or imitate a genuine Tyootr Product.

1.29. Non-Genuine Training means any and all content, training courses, or course material: (i) to which a Tyootr Mark or other Tyootr trademark or service mark has been affixed without Tyootr’s consent; (ii) are produced with the intent to counterfeit or imitate a genuine Tyootr Training course or material, or (iii) a Training Course or Training Material where any form of copyright notice, trademark, logo, confidentiality notice, serial number or other product identifier have been removed, altered, or destroyed.

1.30. Object Form means any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

1.32. Partner Fees means the fees to be paid to Tyootr by Certified Training Partner in accordance with this Agreement, as set forth in Exhibit B.

1.33. Program means the suite of offerings under the Tyootr Certified Training Partner program, including but not limited to Tyootr CTP, Tyootr Certified Content Partner, Tyootr Freelance Trainer, and any future programs made available by Tyootr under the Tyootr Certified Training Partner program.

1.34. Program Requirements means the eligibility guidelines, operational guidelines, program policies and applicable current product pricing information for the available programs made available under the Tyootr Certified Training Partner program as further described at the program website located athttps://www.Tyootr.com/Partners/Index, incorporated herein by reference.

1.36. Software means any software and all related documentation provided by Tyootr for delivery of Training Courses or Tyootr Content under this Agreement.

1.37. Source form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files.

1.38. Training Course means a Tyootr Standard Course, Tyootr Licensed Course or a Tyootr Derived Course.

1.39. Training Material shall mean all material containing provided by Tyootr to Certified Training Partner or approved via the Derivative Work approval process for delivery of a Training Course.

1.40. Unauthorized Tyootr Training means any genuine Tyootr Content, Training Course, or Training Material that Certified Training Partner purchases or acquires, either directly or indirectly, from any party other than Tyootr.

1.41. Work shall mean the work of authorship, whether in Source or Object form, made available under this Agreement, as indicated by a copyright notice that is included in or attached to the work.

1.42. Freelance Trainer means accredited or non-accredited trainers who are registered with Tyootr Freelance Trainer program. The trainers are part of the Tyootr marketplace where CTPs can hire such freelance trainers for their training services.

1.43. Freelance Trainer Hire means CTPs initiating a trainer hire for their training services.

1.44. Opportunity means a job or vacancy posted by a CTP for their training requirement.

2. PROPRIETARY RIGHTS AND Tyootr CONTENT LICENSING.

Subject to the terms and conditions of this Agreement (including without limitation Certified Training Partner’s obligations to pay monies or royalties):

2.1. Training Materialupon signing this agreement and during the term of this agreement, Tyootr grants access to Certified Training Partner to order all training material and resell to their students except those which require additional documentation as mandated by the accreditation owner.

2.2. Tyootr Marks use and display the Tyootr Marks solely in connection with Certified Training Partner’s activities which are directly related to providing Training Courses to Students.

2.2. Other Tyootr Property To the extent that Certified Training Partner has licensed or licenses or has purchased or purchases any other Tyootr hardware, software or Intellectual Property (collectively “Other Tyootr Property”), pursuant to any other agreement between Certified Training Partner and Tyootr (collectively “Other Agreements”), Tyootr hereby grants to Certified Training Partner the rights to use, display and perform, as applicable, such Other Tyootr Property, solely in connection with those of Certified Training Partner’s activities that are directly related to providing Training Courses to Students, and subject to any restrictions imposed by such Other Agreements.

2.3. Certified Training Partner acknowledges that the purchase and resale of Non-Genuine Training or Unauthorized Tyootr Training is not within the scope of this Agreement, and Certified Training Partner is not entitled to the rights granted herein with respect to the resale of such Non-Genuine Training or Unauthorized Tyootr Training.

3. LICENSE RESTRICTIONS.

3.1. Certified Training Partner shall not distribute or provide any Tyootr Content or Tyootr Products to any individual or entity other than Students or Certified Training Partners, or to any individual or entity outside of the Authorized Area, unless otherwise agreed in writing by Tyootr.

3.2. Except for the limited license rights granted in Section 2 above, Tyootr retains all right, title and interest (including all Intellectual Property Rights therein) in and to the Tyootr Content and Tyootr Products and any portions thereof. Certified Training Partner shall take any and all steps reasonably required to preserve Tyootr’s rights in and to the Tyootr Content and the Tyootr Products, and shall not take any action to undermine or otherwise impair such rights.

3.3. Except as otherwise expressly authorized in this Agreement, Certified Training Partner agrees not to remove, conceal, obscure, modify or alter any Tyootr Marks, Tyootr copyright notices, product identification information or other notices or markings placed by Tyootr in or on the Tyootr Content or the Tyootr Products.

3.4. Certified Training Partner's use of any Tyootr Marks shall be in accordance with applicable law and Tyootr’s policies, procedures or guidelines regarding advertising and trademark usage, as set forth on Tyootr.com and amended by Tyootr from time to time. Certified Training Partner agrees not to attach to or combine with any Tyootr Marks, any additional trademarks, logos or trade designations. Certified Training Partner shall have no claim or right in the Tyootr Marks.

3.5. With respect to any Software contained in the Tyootr Content or Tyootr Products, except as otherwise expressly provided in this Agreement, Certified Training Partner shall not: (i) transfer, sublicense or otherwise distribute such Software to any third party; (ii) modify or create derivative work of such Software or permit any third party to do so; (iii) copy such Software, except that Certified Training Partner may make a single backup copy of any Software to be used only in the event that the primary copy of the applicable Software has been lost, destroyed, or is unavailable or inaccessible; or (iv) use such Software in any manner to provide service bureau, time-sharing, rental, application service provider or other computer services to third parties. Certified Training Partner shall not disassemble, decompile, reverse engineer or otherwise try to determine or access the source code of any such Software or permit or encourage any third party to do so. To the extent required by applicable law, Certified Training Partner may require Tyootr to provide technical information relating to such Software, provided that such information will be deemed to be Confidential Information. Except as otherwise expressly provided in this Agreement, Certified Training Partner’s use of any such Software will be strictly in accordance with the terms and conditions of the license under which Certified Training Partner obtains rights from Tyootr relating to such Software.

3.6. During the term of this Agreement, Certified Training Partner may not, except as otherwise expressly provided herein, provide any course or content that contains or includes the Tyootr Content or any portion or derivative thereof, or any material created by or for Tyootr relating to the Tyootr Products or any portion or derivative thereof without Tyootr’s prior written consent. Certified Training Partner is not prohibited, however, from offering Partner Developed Courses provided such courses do not contain any Tyootr Content or any portion or derivative thereof, nor any Tyootr Products or material created by or for Tyootr relating to such products or any portion or derivative thereof. Notwithstanding any other provision of this Agreement, Certified Training Partner shall not use any Tyootr Marks in conjunction with the offering of Partner Developed Courses. Certified Training Partner shall not make any statement or take any action which states, suggests or implies that a Partner Developed Course is sponsored, certified, authorized, endorsed or otherwise approved of by Tyootr (including but not limited to Certified Training Partner’s disclosure of its Tyootr partner status in connection with Certified Training Partner’s offering of a Partner Developed Course).

4. DERIVATIVE WORK.

4.1. Certified Training Partner will own all right, title and interest in and to Tyootr Derived Courses created by Certified Training Partner (including all Intellectual Property Rights created therein), provided that Tyootr shall retain all right, title and interest (including all Intellectual Property Rights therein) in and to the underlying Tyootr Content and/or Tyootr Products.

4.2. Derivative Work are authorized for use in any approved Tyootr Derived Course for a limited period of time, typically twelve months, as specified by Tyootr in the approval process. Certified Training Partner is not authorized to use Derivative Work beyond the specified expiration date.

4.3. Certified Training Partner will provide Tyootr with a copy of each Tyootr Derived Course, in a form and in a manner to be agreed upon by the Parties, promptly after such Tyootr Derived Course is created, for Tyootr’s review and potential approval (which approval will not unreasonably be withheld) prior to the distribution, publication, or release of such Tyootr Derived Course to any third party. Certified Training Partner hereby grants Tyootr an irrevocable, perpetual, nonexclusive, nontransferable, royalty-free, fully-paid, worldwide right and license to use and copy each Tyootr Derived Course solely for Tyootr’s internal review and evaluation purposes.

4.4. Derivative Work must be submitted to Tyootr for review and potential approval prior to usage. Derivative Work approval is at the sole discretion of Tyootr. Once the Tyootr Derived Course has been approved, royalty payments are due in accordance with the requirements identified in Exhibit B.

4.5. Any use of the Tyootr Content or the Tyootr Products in a Tyootr Derived Course shall be in accordance with Tyootr’s copyright and trademark policies as specified on Tyootr.com.

4.6. Certified Training Partner irrevocably and perpetually covenants that Certified Training Partner shall not seek to enjoin and will not enjoin Tyootr or any of Tyootr’s Certified Training Partners, Students, distributors, resellers, customers or licensees from making, having made, using, selling, offering for sale, importing, creating derivative work of, copying, publicly displaying, publicly performing or distributing any material or courses that are alleged to infringe Certified Training Partner’s rights in or to a Tyootr Derived Course. Any claim, proceeding or action by Certified Training Partner based on the alleged infringement of Certified Training Partner’s rights in a Tyootr Derived Course shall be limited solely to seeking money damages in the form of a reasonable royalty.

4.7. In the event Tyootr is interested in sublicensing Tyootr Derived Course to other Certified Training Partners, the Parties will work in good faith to define the rights around future use of the Tyootr Derived Course.

4.8. Certified Training Partners violating the Derivative Work requirements or rules are subject to losing program privileges, discounts, and possible removal from the CTP program.

4.9. Certified Training Partners seeking Derivative Work approvals must follow the process established in the Program Requirements.

4.10. Certified Training Partner agrees and acknowledges that nothing contained in this Agreement shall limit Tyootr’s ability, in any way, to develop and create additional content or copyrightable work in the future, irrespective of whether such content or work are similar to or compete with any work or course created by Certified Training Partner pursuant to this Agreement; provided that such content does not infringe or misappropriate any of Certified Training Partner’s Intellectual Property Rights.

5. ROYALTIES AND PAYMENTS.

Certified Training Partner shall pay the Royalties and any payments that become due as a result of Certified Training Partner activity as set forth in Exhibit A and Exhibit B. Partner Fees is non-refundable. Any claims of overpayment of Royalties and/or Partner Fees by Certified Training Partner to Tyootr must be made in their entirety, including any evidence supporting the claim, to Tyootr within ninety (90) days of the date of such alleged overpayment.

6. JOINT OBLIGATIONS AND PROGRAM REQUIREMENTS.

6.1. Certified Training Partner shall comply with the Joint Obligations set forth in Exhibit A, and the Program Requirements for each unique program under which Certified Training Partner is eligible and elects to participate. Certified Training Partner must comply at all times with Program Requirements in order to achieve and retain the benefits of the offer within the Program. Certified Training Partner shall require that any individual or entity with which Certified Training Partner is or becomes affiliated complies with the Joint Obligations and Program Requirements. The Program Requirements are subject to change by Tyootr upon sixty (60) days prior notice, which may be via email or posting on Tyootr.com.

6.2. Program Status. Tyootr will notify Certified Training Partner of any status change (upgrade or downgrade) that results in Certified Training Partner becoming eligible or ineligible under a specific program with the Tyootr Certified Training Partner program. Upon notification, Certified Training Partner will begin participation under its newly assigned status.

7. AUDITS.

7.1. At such times as Tyootr may reasonably request, Certified Training Partner shall prepare and submit reports (each a “Report”) in accordance with the requirements of the Audit Policy Document on the Tyootr Certified Training Partner Website.

7.2. During the Term of this Agreement, Certified Training Partner shall maintain complete and accurate books and records of each Training Course provided to any third party, sufficient to confirm Certified Training Partner’s compliance with the payment and reporting obligations under this Agreement. Certified Training Partner shall permit Tyootr or an independent representative to, upon ten (10) business days prior written notice and during Certified Training Partner’s regular business hours, audit and examine(each an “Audit”) such of CTP’s books, records and inventories of Tyootr Content, as may be reasonably necessary to verify compliance with Certified Training Partner’s obligations under this Agreement. Audits shall be conducted so as not to unreasonably interfere with Certified Training Partner’s business activities and shall not be conducted more frequently than two (2) times during any twelve (12) month period; provided, however, that any Audit conducted due to Tyootr’s reasonable belief that there has been an underpayment of the monies owed to Tyootr, shall not be counted in determining the maximum number of Audits which may be conducted in any twelve (12) month period.

7.3. Certified Training Partner additionally acknowledges that from time to time Tyootr or its independent auditors may conduct additional specific audits with the purpose of monitoring and ensuring compliance by Certified Training Partner with Tyootr's policies and applicable laws. Said audits may include, without limitation, investigations in order to prevent the acquisition, use, promotion or resale of Non-Genuine Training. When requested, Certified Training Partner shall collaborate with Tyootr's auditors and provide accurate and truthful information. Certified Training Partner acknowledges and accepts that, in addition to the above audit rights, Tyootr may directly contact any Student at anytime in order to verify and/or inform Student about Certified Training Partner’s compliance or non-compliance with this Agreement.

7.4. Tyootr shall pay the costs associated with any such audit unless such audit reveals an underpayment of monies owed to Tyootr by Certified Training Partner in excess of five percent (5%) of the total payments invoiced by Tyootr during the twelve or eighteen (12-18) month period covered by the audit; in which case Certified Training Partner shall bear all costs and expenses reasonably incurred by Tyootr in connection with such audit and shall promptly pay to Tyootr the amount of any underpayment of said monies. Underpayments exceeding 10% as described above will also be subject to a penalty not to exceed 10%.

7.5. Notwithstanding any other provision of this Agreement, Tyootr’s rights and obligations pursuant to this Section 7 shall survive for a term of two (2) years following termination or expiration of this Agreement for any reason.

8. CONFIDENTIALITY.

8.1. The receiving Party (“Receiving Party”) may use the Confidential Information solely for the purpose of furtherance of the business relationship between the Parties, as provided in this Agreement and shall not disclose the Confidential Information to any third party, other than to employees of the Receiving Party who have a need to have access to and knowledge of the Confidential Information, solely for the purpose authorized above. Each Party shall take appropriate measures by instruction and agreement prior to disclosure to such employees to assure against unauthorized use or disclosure. Information (other than that on Tyootr.com) disclosed by the disclosing Party (“Disclosing Party”) in written or other tangible form will be considered Confidential Information only if such information is conspicuously designated as “Confidential,” “Proprietary” or bears a similar legend. Information disclosed orally shall be considered Confidential Information only if: (i) identified as confidential, proprietary or the like at the time of disclosure, and (ii) confirmed as confidential, proprietary or the like in writing within thirty (30) days of disclosure. Confidential Information disclosed to the Receiving Party by any affiliate or agent of the Disclosing Party is subject to this Agreement.

8.2. The Receiving Party shall have no obligation with respect to information that (i) was rightfully in possession of the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party; (ii) is, or subsequently becomes, legally and publicly available without breach of this Agreement; (iii) is rightfully obtained by the Receiving Party from a source other than the Disclosing Party without any obligation of confidentiality; (iv) is developed by or for the Receiving Party without use of the Confidential Information and such independent development can be shown by documentary evidence; or (v) is disclosed by the Receiving Party pursuant to and in accordance with a valid order issued by a court or government agency, provided that the Receiving Party provides (a) prior written notice to the Disclosing Party of such order and (b) the Disclosing Party prior opportunity to oppose or restrict such disclosure.

8.3. Upon written demand by the Disclosing Party, the Receiving Party shall: (i) cease using the Confidential Information, (ii) return the Confidential Information and all copies, notes or extracts thereof to the Disclosing Party within seven (7) days of receipt of demand, and (iii) upon request of the Disclosing Party, certify in writing that the Receiving Party has complied with the obligations set forth in this paragraph.

8.4. Each Party shall retain all right, title and interest to such Party’s Confidential Information. No license to any intellectual property (or application for intellectual property protection) is either granted or implied by the conveying of Confidential Information.

8.5. The Receiving Party shall not reverse-engineer, decompile, or disassemble any software disclosed to it and shall not remove, overprint or deface any notice of copyright or confidentiality, trademark, logo, legend, or other notices of ownership from any originals or copies of Confidential Information it obtains from the Disclosing Party or from any copies the Disclosing Party is authorized to make.

8.6. Neither Party shall disclose, advertise, or publish either the existence, the subject matter, any discussions relating to, or any of the terms and conditions, of this Agreement (or any summary of any of the forgoing) to any third party without the prior written consent of the other Party. Any press release, publication, advertisement or public disclosure regarding these terms of Agreement is subject to both the prior review and the written approval of both Parties.

9. DISCLAIMER OF WARRANTIES.

9.1. Tyootr CONTENT, Tyootr PRODUCTS AND ANY OTHER MATERIAL PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO HARDWARE, SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OR GUARANTEE OF ANY KIND. Tyootr HEREBY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

9.2. Tyootr’S SOLE AND EXCLUSIVE OBLIGATION AND CERTIFIED TRAINING PARTNER’S SOLE AND EXCLUSIVE REMEDY FOR ANY DEFECT, INACCURACY OR DEFICIENCY IN THE Tyootr CONTENT OR SOFTWARE SHALL BE FOR Tyootr TO EXERT COMMERCIALLY REASONABLE EFFORTS TO CORRECT OR REPLACE THE DEFECTIVE, INACCURATE, OR DEFICIENT ITEM.

10. LIMITATION OF LIABILITY AND CONSEQUENTIAL DAMAGES WAIVER.

The limits of liability for this Agreement are set forth as follows:

10.1. If this Agreement is governed by California, Japanese, or Canadian law, as set forth in Section 14.2, Governing Law, the following Sections 10.1.1 and 10.1.2 will apply:

10.1.1 Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT TO THE CONTRARY, ALL LIABILITY OF Tyootr, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS COLLECTIVELY FOR CLAIMS UNDER THIS AGREEMENT OR OTHERWISE HOWSOEVER ARISING SHALL BE LIMITED SEPARATELY FOR Tyootr CONTENT PURCHASED TO THE GREATER OF (I) TEN THOUSAND DOLLARS (US$10,000) OR (II) THE MONEY PAID BY CTP FOR Tyootr CONTENT, SEPARATELY AND AS APPLICABLE, UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES FIRST GIVING RISE TO SUCH LIABILITY. THIS LIMIT OF LIABILITY FOR PRODUCTS AND SERVICES IS CUMULATIVE AND NOT PER-INCIDENT (I.E., THE EXISTENCE OF TWO OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT).

10.1.2 Waiver of Consequential Damages. EXCEPT FOR LIABILITY ARISING OUT OF OR IN CONNECTION WITH CTP’s BREACH OF SECTION 2, 3 OR 8Error! Reference source not found.ERROR! REFERENCE SOURCE NOT FOUND. OR AMOUNTS DUE FOR Tyootr CONTENT PURCHASED OR SOFTWARE USED OR TRANSFERRED WITH RESPECT TO THE PAYMENT OF WHICH NO BONA FIDE DISPUTE EXISTS, IN NO EVENT SHALL EITHER PARTY, ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR LOST REVENUE, LOST PROFITS, OR LOST OR DAMAGED DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY THEREOF.

10.2. If this Agreement is governed by the laws of England, as set forth in Section 14.2, Governing Law, the following Sections 10.2.1 and 10.2.2 will apply:

10.2.1 Limitation of Liability. Notwithstanding anything else in this Agreement to the contrary, all liability of Tyootr, its affiliates, officers, directors, employees, agents and suppliers collectively for claims under this Agreement or otherwise howsoever arising (including, without limitation, in contract, tort (including negligence) and/or under any indemnity) shall be limited separately for Tyootr Content purchased to the greater of (i) ten thousand dollars (US$10,000) or (ii) the money paid by Certified Training Partner for Tyootr Content, separately and as applicable under this Agreement during the twelve (12) month period preceding the event or circumstances first giving rise to such liability. This limit of liability for Tyootr Content is cumulative and not per-incident (i.e., the existence of two or more claims will not enlarge this limit). Nothing in this Agreement shall limit (i) the liability of Tyootr, its affiliates, officers, directors, employees, agents and suppliers to Certified Training Partner for personal injury or death caused by their negligence, (ii) Tyootr's liability for fraudulent misrepresentation, or (iii) Tyootr's liability in connection with any terms which cannot be excluded under applicable law.

10.2.2 Waiver of Consequential Damages. Subject to the exceptions enumerated below in this paragraph, and notwithstanding anything else in this Agreement to the contrary, in no event shall either party, its respective affiliates, officers, directors, employees, agents or suppliers be liable for any special, incidental, indirect or consequential damages, or lost revenue, lost profits, or lost or damaged data, whether arising in contract, tort (including negligence), or otherwise, even if such party has been informed of the possibility thereof.The foregoing waiver shall not apply to any liability arising out of or in connection with: (i) death or personal injury, (ii) fraudulent misrepresentation, (iii) Tyootr's liability in connection with any terms which cannot be excluded under applicable law, (iv) Certified Training Partner's breach of Section 2, 3 or 8, or (v) amounts due for Tyootr Content purchased or Software used or transferred with respect to the payment of which no bona fide dispute exists.

10.3. If this Agreement is governed by the laws of Australia, as set forth in Section

14.2, Governing Law, the following Sections 10.3.1 and 10.3.2 will apply:

10.3.1 Limitation of Liability. Subject to the following paragraph, and notwithstanding anything else in this Agreement to the contrary, all liability of Tyootr, its Affiliates, officers, directors, employees, agents and suppliers collectively for claims under this Agreement or otherwise howsoever arising (including, without limitation, in contract, tort (including negligence) and/or under any indemnity) shall be limited separately for Tyootr Content purchased to the greater of (i) ten thousand dollars (US$10,000) or (ii) the money paid by Certified Training Partner for Tyootr Content, separately and as applicable under this Agreement during the twelve (12) month period preceding the event or circumstances first giving rise to such liability. This limit of liability for Products and Services is cumulative and not per-incident (i.e., the existence of two or more claims will not enlarge this limit).

10.3.2 Waiver of Consequential Damages. Subject to the exceptions enumerated below in this paragraph, and notwithstanding anything else in this Agreement to the contrary, in no event shall either party, its respective Affiliates, officers, directors, employees, agents or suppliers be liable for any special, incidental, indirect or consequential damages, or lost revenue, lost profits, or lost or damaged data, whether arising in contract, tort (including negligence), or otherwise, even if such party has been informed of the possibility thereof. The foregoing waiver shall not apply to any liability arising out of or in connection with: Certified Training Partner's breach of Section 2, 3 or 8, or (v) amounts due for Tyootr Content purchased or Software used or transferred with respect to the payment of which no bona fide dispute exists.

11. TERM AND TERMINATION.

11.1. The term of this Agreement shall commence on the Effective Date and continue for a period of twelve (12) months and such term will be renewed automatically for an additional one (1) year term unless either party, notifies the other of its intent to terminate at least sixty (60) days prior to the expiration of the then current term or it is otherwise terminated in accordance with this Section.

11.2. This Agreement may be terminated as follows (each a “Termination”), without prejudice and in addition to any other right or remedy that may be available to the terminating Party pursuant to this Agreement, at law or in equity:

11.2.1. Convenience. Either Party may terminate this Agreement for convenience, for any reason or for no reason, upon forty-five (45) days prior written notice to the other Party.

11.2.2. Breach. Either Party may terminate this Agreement (i) immediately in the event of a material breach by the other Party that is incapable of remedy; (ii) immediately following an underpayment of monies or royalties on three (3) or more occasions; or (iii) in the event of a material breach by the other Party that is capable of remedy but remains uncured for thirty (30) days (ten (10) days in the case of a failure to satisfy any payment obligations) following written notice thereof by such terminating Party.

11.2.3. Change of Control. Tyootr may terminate this Agreement upon twenty (20) days prior written notice to Certified Training Partner in the event Certified Training Partner is acquired by or comes under the control of a competitor of Tyootr, is involved in a merger, consolidation or reorganization, or attempts to assign its rights or obligations in violation of this Agreement. For the purpose of this Section, “competitor” means any entity which has substantially the same products as Tyootr or which has a product which directly competes against any product of Tyootr and controls over five percent (5%) of the worldwide or U.S. market for such product. For the purpose of this Section, “control” means the power to exercise a controlling influence over the management or policies of a company. Any group or entity that beneficially owns, either directly or indirectly, more than twenty-five percent (25%) of the voting securities of an entity shall be deemed to control such entity.

11.2.4. Termination of Other Agreements. Tyootr may terminate this Agreement upon ten (10) days prior written notice to Certified Training Partner, in the event Tyootr terminates any reseller, distribution or other agreement with Certified Training Partner as a result of Certified Training Partner’s breach of its obligations there under.

11.2.5. Bankruptcy. Either Party may terminate this Agreement in the event that the other Party becomes unable to pay its debts as such debts generally become due, becomes insolvent, files a voluntary petition (or other document) under the U.S. Bankruptcy Code or any similar laws, has filed against it an involuntary petition (or other document) under the U.S. Bankruptcy Code or any similar laws which petition is not dismissed within sixty (60) days of filing of such petition (or document), proposes any dissolution, liquidation, composition, financial reorganization or recapitalization with creditor, makes a general assignment or trust mortgage for the benefit of creditors, or if a receiver, trustee, custodian or similar agent is appointed or takes possession of such other Party’s assets, property or business.

11.3. EFFECT OF TERMINATION. Upon termination or expiration (“Termination”) of this Agreement for any reason:

11.3.1. Acceleration of Payment. Notwithstanding any other provision of this Agreement or any invoice, order, or other written communication between the Parties, all outstanding amounts owed to Tyootr by Certified Training Partner shall become due and payable, and Certified Training Partner shall pay any such amounts to Tyootr within fifteen (15) days of the effective date of any such Termination. All orders or portions of orders remaining unshipped as of the effective date of such Termination will automatically be canceled.

11.3.2. Termination of License. All rights and licenses granted to Certified Training Partner hereunder shall terminate including, without limitation, any rights to use or distribute Tyootr Content or Software, and any rights to use or display the Tyootr Marks, except as expressly provided immediately below under Section 11.3.3.

11.3.3. Return of Information. Except as otherwise expressly agreed to in writing by Tyootr, upon Termination, Certified Training Partner shall immediately cease all use of and shall return, to Tyootr, all Tyootr Content, Tyootr Confidential Information, Software and data, (including without limitation, all technical material and business plans supplied by Tyootr, any customer or prospect lists, and any Certified Training Partner plaques provided to Certified Training Partner by Tyootr), then in Certified Training Partner’s possession, custody or control. Notwithstanding the foregoing, except in the event of a Termination by Tyootr for Certified Training Partner’s material breach, Certified Training Partner shall be entitled to retain Tyootr Content, Confidential Information, and Software, only to the extent necessary and for the minimum amount of time required for Certified Training Partner to fulfill Certified Training Partner’s training obligations to provide Training Courses to third parties pursuant to written agreements executed with such third parties prior to the effective date of any such Termination. In no event shall Certified Training Partner be entitled to use of or access to any Tyootr Content, Confidential Information, or Software, for more than one hundred and eighty (180) days following any Termination.

11.3.4. Survival. In the event of a Termination, except as otherwise expressly provided herein, the provisions of the following Sections shall survive: 3, 5, 7, 8, 9, 10, 11, 12, 13, and 14.

12. INTELLECTUAL PROPERTY INDEMNITY.

12.1. Tyootr will have the obligation and right to defend any claim, suit or proceeding brought against Certified Training Partner to the extent it is based on a claim that any Tyootr Content or Tyootr Product supplied hereunder, infringes a United States copyright or an existing United States patent issued as of the Effective Date (such Tyootr Content or Tyootr Product hereinafter referred to as an “Indemnified Product”). Tyootr’s obligations to defend the claim and indemnify Certified Training Partner are conditional upon:

12.1.1. Certified Training Partner notifying Tyootr promptly in writing of the claim or threat thereof;

12.1.2. Certified Training Partner giving Tyootr full and exclusive authority for the conduct of the defense or settlement thereof; and

12.1.3. Certified Training Partner giving Tyootr all information and assistance reasonably requested by Tyootr in connection with the conduct of the defense and settlement of the claim and any subsequent appeal.

12.2. If such claim has occurred, or in Tyootr’s opinion is likely to occur, Certified Training Partner agrees to permit Tyootr, at its option and expense, either to: (a) procure for Certified Training Partner the right to continue using the Indemnified Product; (b) replace or modify the same so that it becomes non-infringing; or (c) if neither of the foregoing alternatives is reasonably available, immediately terminate both Parties’ respective rights and obligations under this Agreement with regard to such Indemnified Product, and, if Certified Training Partner returns such Indemnified Product, refund to Certified Training Partner the price originally paid by Certified Training Partner to Tyootr for such Indemnified Product as depreciated or amortized by an equal annual amount over the lifetime of the Indemnified Product as established by Tyootr.

12.3. Notwithstanding the foregoing, Tyootr shall have no obligation to defend Certified Training Partner or to pay any costs, expenses, damages or attorneys' fees for any claim based upon: (a) combination, operation or use of the Tyootr Content or Tyootr Products, with any product, device or software not provided by Tyootr, if the claim would not have arisen but for such combination or operation; (b) use of any Tyootr Content or Tyootr Products in a manner other than as authorized by the applicable documentation or this Agreement; or (c) Tyootr’s compliance with the designs, plans or specifications furnished by or on behalf of Certified Training Partner. Certified Training Partner agrees to defend, indemnify and hold Tyootr harmless from and against any costs, expenses, damages, or liabilities (including reasonable attorneys’ fees) arising out of, resulting from or related to any claim, suit, demand or proceeding relating to infringement or misappropriation of a third party’s intellectual property rights and based on one or more of the items listed in clauses (a) through (c) of this Section 12.3.

12.4. Notwithstanding any other provisions hereof, Tyootr shall not be liable for any claim, based on Certified Training Partner’s use of any Tyootr Content or Tyootr Product, as shipped, after Tyootr has informed Certified Training Partner of modifications or changes in the Products required to avoid such claims and offered to implement such modifications or changes, if such claim would have been avoided by implementation of Tyootr’s suggestions.

12.5. THE FOREGOING STATES THE ENTIRE OBLIGATION OF Tyootr AND ITS SUPPLIERS, AND THE EXCLUSIVE REMEDY OF CERTIFIED TRAINING PARTNER, WITH RESPECT TO INFRINGEMENT OF PROPRIETARY RIGHTS. THE FOREGOING IS GIVEN TO CERTIFIED TRAINING PARTNER SOLELY FOR ITS BENEFIT AND IN LIEU OF, AND Tyootr DISCLAIMS, ALL WARRANTIES OF NON-INFRINGEMENT WITH RESPECT TO THE PRODUCTS.

13. GENERAL INDEMNITY.

13.1. Each Party (the “Indemnitor”) agrees to indemnify, defend and hold harmless the other Party (the “Indemnitee”) from any and all damages, liabilities, cost and expenses (including reasonable attorneys’ fees) incurred by Indemnitee as a result of any claim, action, proceeding or judgment (each a “Claim”) against Indemnitee by any third party arising out of, resulting from or related to any acts or omissions of Indemnitor, in connection with Indemnitor’s performance under this Agreement, except to the extent that any such damages, liabilities, costs, or expenses are attributable solely to the negligence or willful act(s) of Indemnitee, its officers, employees, or agents. In the event that Indemnitee receives notice of any third party Claim, Indemnitee will promptly notify Indemnitor in writing of such Claim and will permit Indemnitor to take control of the defense or settlement of any such Claim, provided that Indemnitee shall be entitled to be represented by counsel of its own choosing, at its own expense, and participate in the defense, settlement or negotiation of any such Claim.

14. GENERAL PROVISIONS.

14.1. Force Majeure. Except for the payment of money, neither Party shall be liable for any loss, damage, or penalty resulting from any failure or delay due to causes beyond its reasonable control.

14.2. Governing Law. The validity, interpretation, and enforcement of this Agreement shall be governed as follows:

14.2.1. If Certified Training Partner’s principal place of business is located in Canada, the validity, interpretation, and enforcement of this Agreement shall be governed by the domestic laws of the Province of Ontario and the laws of Canada applicable as if performed wholly within the province and without giving effect to principles of conflicts of laws. Each party submits itself to the jurisdiction of the Ontario and Federal courts within the Province of Ontario. The parties specifically disclaim the application of the UN Convention on Contracts for the International Sale of Goods to the interpretation or enforcement of this Agreement.

14.2.2. If Certified Training Partner’s principal place of business is located in Japan, the validity, interpretation, and enforcement of this Agreement shall be governed by the domestic laws of Japan, without giving effect to principles of conflicts of laws. Each party submits itself to the jurisdiction of the Tokyo District Court of Japan.

14.2.3. If Certified Training Partner’s principal place of business is located in the Emerging Markets – West or the United States, the validity, interpretation, and enforcement of this Agreement shall be governed by the domestic laws of the State of California, United States of America, as if performed wholly within the State and without giving effect to principles of conflicts of laws, and the State and Federal courts of California shall have exclusive jurisdiction over any claim arising hereunder, except as expressly provided below. Notwithstanding the foregoing, either party may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of such party's proprietary rights. The parties specifically disclaim the application of the UN Convention on Contracts for the International Sale of Goods to the interpretation or enforcement of this Agreement.

14.2.4. If Certified Training Partner’s principal place of business is located in Australia, the validity, interpretation, and enforcement of this Agreement shall be governed by the domestic laws of the State of New South Wales, Australia, without giving effect to principles of conflicts of laws. Each party submits itself to the jurisdiction of state and federal courts within the State of New South Wales, Australia. The seat of mediation and arbitration shall be in Sydney, New South Wales, Australia, unless otherwise agreed by the Parties. The parties specifically disclaim the application to this Agreement of the UN Convention on Contracts for the International Sale of Goods.

14.2.5. If Certified Training Partner’s principal place of business is located in Europe, the Asia Pacific region (excluding Australia and Japan), Middle East (including Israel), Africa, Central and Eastern Europe, Russia and the Commonwealth of Independent States (CIS), the validity, interpretation, and enforcement of this Agreement shall be governed by the laws of England, without giving effect to principles of conflicts of laws. Tyootr and Certified Training Partner accept the exclusive jurisdiction of the English courts, provided that either party may bring an action before any court of appropriate jurisdiction for interim injunctive relief for protection of intellectual property rights and confidential information. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods.

14.3. Restricted Rights. Tyootr’s software is provided to non-DOD agencies with RESTRICTED RIGHTS and its supporting documentation is provided with LIMITED RIGHTS. Use, duplication, or disclosure by the Government is subject to the restrictions as set forth in subparagraph “C” of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19. In the event the sale is to a DOD agency, the government’s rights in software, supporting documentation, and technical data are governed by the restrictions in the Technical Data Commercial Items clause at DFARS 252.227-7015 and DFARS 227.7202.

14.4. Non-Waiver. Any waiver by either Party of any condition, part, term or provision of this Agreement on one occasion shall not be construed as a waiver of such condition, part, term or provision on any subsequent occasion or a waiver of any other condition, part, term or provision. Any grant of additional rights or benefits by either Party on one occasion shall not be construed as a grant of such right or benefit on any subsequent occasion or as a grant of any other right or benefit on any occasion.

14.5. Assignment. This Agreement shall bind and be enforceable by each Party’s successors and permitted assigns. Certified Training Partner may not assign, by operation of law or otherwise, all or any portion of Certified Training Partner’s rights or obligations under this Agreement, without Tyootr’s prior written consent. Any attempted assignment in violation of this Section shall be null and void and of no force or effect.

14.6. Attorneys Fees: In any suit or proceeding relating to this Agreement the prevailing Party will have the right to recover from the other its costs and reasonable fees and expenses of attorneys, accountants, and other professionals incurred in connection with the suit or proceeding, including costs, fees and expenses upon appeal, separately from and in addition to any other amount included in such judgment. This provision is intended to be severable from the other provisions of this Agreement, and shall survive and not be merged into any such judgment.

14.7. Notice. Except where this Agreement provides that notices may be provided by posting on Tyootr.com, all notices required or permitted under this Agreement will be in writing and will be deemed given: (a) when delivered personally; (b) when sent by confirmed facsimile or electronic mail (provided that the original document is placed in air mail/air courier or delivered personally, within seven days of the facsimile electronic notice); (c) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid (or six (6) days for international mail); or (d) one (1) day after deposit with a commercial express courier specifying next day delivery (or two (2) days for international courier packages specifying 2-day delivery). All communications will be sent to the addresses set forth on the cover sheet of this Agreement or such other address as may be designated by a Party by giving written notice to the other Party pursuant to this paragraph.

14.8. Severability. If any provision of the Agreement is held invalid, illegal, or unenforceable; the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired thereby, and such remaining provision shall remain in full force and effect.

14.9. Independent Contractors. Notwithstanding the use of the term “Certified Training Partner” to refer to Certified Training Partner, the relationship between the Parties established by this Agreement is that of independent contractors, and nothing herein shall be construed as creating a relationship of principal and agent, employer and employee, partners, joint ventures, franchisor and franchisee, or any other form of legal association (other than as expressly set forth herein) between the Parties.Certified Training Partner shall not have any power or authority to, and shall not, (i) bind or attempt to bind Tyootr in any manner; or (ii) make any agreement, statement, representation, warranty or other commitment on Tyootr’s behalf, or enter into any contract or otherwise incur any liability or obligation, express or implied, on Tyootr’s behalf, or transfer, release or waive any of right, title or interest of Tyootr under any agreement or with respect to any property.

14.10. Non-Genuine Products

14.10.1. Certified Training Partner shall not acquire, use, promote or Resell Non-Genuine Products. Additionally, Certified Training Partner shall notify Tyootr promptly of the existence, or suspected existence, of Non-Genuine Products in possession of third parties, and further agrees that it will, at Tyootr's request, assist Tyootr to diligently pursue an action against any third party in possession of Non-Genuine Products. Certified Training Partner will not remove, alter, or destroy any form of copyright notice, trademark, logo, confidentiality notice, serial number or other product identifier provided with any Product.

14.10.2. If Certified Training Partner acquires, uses, promotes or sells Non-Genuine Products, Tyootr may take one or more of the following actions, at Tyootr’s discretion: (i) require Certified Training Partner, within ten (10) days of Tyootr’s request, to recall and destroy all Non-Genuine Products that Certified Training Partner has sold to End Users and replace such products with legitimate, equivalent Products, (ii) require Certified Training Partner, within five (5) days of receiving Tyootr’s written request, to provide Tyootr with all details related to Certified Training Partner’s acquisition of all Non-Genuine Products, including without limitation, its suppliers, shipping details and all buyers to whom Certified Training Partner sold Non-Genuine Products; (iii) decline the provisioning of any kind of service support for such Non Genuine Products; and/or (iv) immediately terminate this Agreement.

14.11. Construction of Agreement. This Agreement has been negotiated by the Parties, and the language shall not be construed for or against either Party as a result of having drafted such language. Unless expressly indicated to the contrary, references to sections or exhibits mean sections in, or exhibits to, this Agreement. The titles and headings in this Agreement are for reference purposes only and do not constitute part of this Agreement.

14.12. Integration. Except as expressly stated herein, this Agreement is the complete agreement between the Parties concerning the subject matter of the Agreement, and replaces any prior oral or written communications between the Parties. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, which are not specified herein. This Agreement may be modified only by a written document executed by the Parties.

14.13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, all of which together shall constitute one and the same instrument.

Tyootr CERTIFIED TRAINING PARTNER AGREEMENT– Version 1.1

EXHIBIT A

JOINT OBLIGATIONS

1. OBLIGATIONS.

A. Certified Training Partner agrees to:

1. Deliver Training Courses to standards required by Tyootr. Labs must be available from Certified Training Partner to all Students, and may be either physical on-site, remote, or simulated.

2. Use only Training Material for the delivery of Training Courses. Certified Training Partner shall provide one set of the Training Material required by Tyootr for that Training Course per student attending the course.

3. Certified Training Partner should order Training Material through the Tyootr Partner Portal operated by Tyootr, for distribution of the Training Material (Direct Purchase only) or from Tyootr Certified Training Distributor as authorized by Tyootr under the Tyootr Certified Training Partner program.

4. In the event of Direct Purchase, rights are granted, when purchasing Training Material through the Tyootr Partner Portal, either prepay (by wire transfer or credit card) or, upon credit approval from Tyootr, establish an open purchase order (“PO”) arrangement with Tyootr or generate a separate purchase order for each order. To cover any other costs associated with this program, the Certified Training Partner should establish similar payment methods with Tyootr.

5. Certified Training Partner will distribute one course completion certificate for each student for each class. Only official Tyootr branded Course Completion certificates may be distributed to students that complete the course. The Certificate will be distributed electronically after completing the post-class evaluation. Certified Training Partners and their instructors are expected to reasonably encourage students to complete a post-class evaluation to track customer satisfaction for all training events.

6. Maintain fully up-to-date records in the Tyootr Training Partner Portal.

7. Certified Training Partner certifies to and agrees to abide by the terms of Exhibit C, entitled “Compliance with Anti-Corruption Laws.”

8. Ship course material only within the authorized area.

9. Use only accredited trainers for the delivery of Training Course and supervise trainers to ensure that all requirements in the Instructor Agreement are met.

10. Ensure that trainers do not use their status for any activity that is not associated within the delivery of Training Courses using Training Material, or for any other activity not permitted by the Agreement.

11. Ensure that trainers do not create any training course or material that is deemed, in Tyootr’s sole judgment, to be outside the terms and conditions of this Agreement. Such work could include, but are not limited to, training course or self study material that cover the objectives of any Training Course or test associated with any Career Certification that are published independently of Tyootr, Tyootr Press, or any other such Tyootr authorized publishing program that contains Tyootr Content.

12. Trainers must maintain the minimum average quality rating as established in the Program Requirements. This average must be maintained during the term of the Agreement.

13. Provide student registration information, to the extent able under applicable laws.

B. Tyootr agrees to:

1. Create and update Training Material.

2. Administer the Certified Training Partner Program.

3. Market and maintain the Certified Training Partner Program.

4. Provide access to marketing information on Tyootr.com about Certified Training Partners and their Training Courses, locations, and contact information.

5. Monitor that Training Courses are taught only by accredited trainers, and that Certified Training Partner will not offer such training until appropriate certified training resources have been secured.

6. Tyootr will make available Tyootr’s IOS under the terms of applicable support contract purchased by Certified Training Partner.

7. Purchase of Tyootr hardware or Tyootr software is not contemplated under this Agreement and Certified Training Partner may purchase from either i) Tyootr under a separate purchase agreement or ii) from a Tyootr authorized distributor or reseller, with any applicable discounting as agreed between Certified Training Partner and the entity from which it is purchasing.

8. Ship course material only within the authorized area.

2. CERTIFIED TRAINING PARTNER APPROVAL CRITERIA AND STATUS.

The criteria required for a Certified Training Partner to achieve Tyootr Certified Training Partner status under each of the unique offers within the Tyootr Certified Training Partner program are described within the applicable Program Requirements.

3. ROYALTY REPORTING.

For a Certified Training Partner that has Direct Purchase rights, royalty obligations are generated from any form of Tyootr Derived Course or any other form of Derivative Work. In addition to meeting all such payment obligations, Certified Training Partner must disclose Royalty reporting and payment activity for all work provided to support the application for this elective, consistent with the Derivative Work process described in the Program Requirements.

5. GENERAL REQUIREMENTS.

Before commencing any activity permitted or required by Derivative Work, Certified Training Partner agrees to have either as full time employees, or contracted solely to Certified Training Partner, development staff with formal instructional design training and experience. Staff must have proven experience in instructional design or equivalent professional training, and a minimum of 3 years experience designing training.

6. PRIVATE ILT OFFERINGS.

Private ILT Offerings are defined as ILT Offerings that are non-public, have closed attendance, and are delivered on specific customer demand. They are taught with a trainer and utilize Training Material. Certified Training Partner may deliver Private ILT Offerings outside of their assigned Authorized Area. Public solicitation or advertisement for any such offering is prohibited. However, a Certified Training Partner’s capability to provide Private ILT Offerings on-site may be advertised on the web or in general distribution advertisements.

7. PROBATION.

A. Purpose. Certified Training Partners who have qualified as Tyootr Certified Training Partners and who at any time are in violation of the Program requirements may be placed on probation, and will have a “get well plan” implemented by their Certified Training Partner Channel Manager. A Tyootr Certified Training Partner’s failure to meet each requirement of the “get well plan” will lead to termination of this Agreement.

B. Effect. The decision to impose a probation period will be determined by the Certified Training Partner Channel Manager, The Certified Training Partner will be notified within five (5) working days of the decision. During the probation period, Certified Training Partners may be prohibited from any benefits normally available to them. In the event that a Certified Training Partner is put on probation three (3) times during any twelve (12) month period, or the period defined as Tyootr’s fiscal year (whichever comes first) Tyootr may terminate for cause under the terms and conditions of the Agreement.

C. Duration. The probation period is set at a thirty (30) day limit between receipt of the written communication and the resolution of the situation. The Certified Training Partner is required to provide a written Action Plan to include all actions that will be put in place within ten (10) working days of receipt of the probation notification. Failure to provide this plan will be considered a material breach of this Agreement, and may trigger commencement of a standard termination under the terms and conditions of the Agreement. Should the Certified Training Partner consider the thirty (30) day period inadequate for compliance, Certified Training Partner may request a longer period, provided that Tyootr has no obligation to grant such request.

8. ADVERTISING.

A. Certified Training Partner Status. Certified Training Partner may not advertise as having Certified Training Partner status before approval is provided by Tyootr, or after Certified Training Partner status is revoked. Certified Training Partner may not represent, imply or create the false impression that Tyootr has given such approval ahead of time. Proper Tyootr course names and version numbers for Authorized Training Courses must be used in all advertising, and any course taught that is not an Authorized Training Course, must be clearly differentiated from Authorized Training Courses. Certified Training Partner must comply with Tyootr’s Corporate Communications Guidelines on Tyootr.com, in connection with all advertising activity.

EXHIBIT B

ROYALTY AND PAYMENT TERMS

1. PRICING.

A. Prices for use of Tyootr Content shall be those specified on the Tyootr Training Partner Portal.

B. Certified Training Partner must follow the Derivative Work process and policies posted in the Program Requirements.

2. PAYMENT TERMS AND CONDITIONS.

In the event Certified Training Partner has been granted Direct Purchase rights, the following apply:

A. All stated prices for Tyootr Content, Tyootr Products and Training Courses are exclusive of any taxes, fees and duties or other amounts, however designated, and including without limitation value added and withholding taxes which are levied or based upon such charges, or upon this Agreement. Any taxes related to any Tyootr Content, Tyootr Products or Training Courses purchased or licensed pursuant to this Agreement shall be paid by Certified Training Partner (except for taxes based on Tyootr’s income) unless Certified Training Partner shall present an exemption certificate acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item on the invoice, to the extent possible.

B. Tyootr may elect to grant a line of credit, at its sole discretion, upon review of pertinent financial documents, including, but not limited to the following Minimum Required Documents

1. Profit and Loss Statement – Two full years and current year to date

2. Balance Sheet – Two full years and current year to date

Note: Additional documents may be required at Tyootr’s discretion.

Upon credit approval by Tyootr, payment terms shall be net thirty (30) days from the date of invoice. If not approved, pre-payment is required. Tyootr reserves the right to require advance payment of any or all monies due for any or all products.

C. All overdue payments may be subject, at Tyootr’s sole discretion, to daily compounded interest payable to Tyootr at a rate equal to the lesser of 1.5 % per month or the highest rate permitted by law. If at any time Certified Training Partner is delinquent in the payment of any invoice or is otherwise in breach of the Agreement, Tyootr may, at its discretion, withhold shipment (including partial shipments) of any order or may, at its option, require Certified Training Partner to pay in advance for further shipments. In the event that Certified Training Partner fails to make any overdue payment within ten (10) days following receipt of notice from Tyootr requesting such payment, any and all licenses and rights in and to Tyootr Content and any Derivative Work thereof, granted to Certified Training Partner pursuant to the Agreement, shall immediately terminate.

D. All payments shall be made in United States Dollars.

E. All pricing, payment, and financial terms shall be Confidential Information and subject to Section 8 of the Agreement.

F. Except as provided in this Agreement with respect to Certified Training Partner’s pricing of Training Courses offered to Tyootr employees and contractors, Certified Training Partner is free to determine its sale prices unilaterally. Certified Training Partner understands that neither Tyootr nor any employee or representative of Tyootr may give any special treatment (favorable or unfavorable) to Certified Training Partner as a result of Certified Training Partner’s selection of sale prices. No employee or representative of Tyootr has any authority to determine what Certified Training Partner’s sale prices must be.

EXHIBIT C

COMPLIANCE WITH LAWS

In connection with the distribution of Tyootr Products, or otherwise in carrying out its obligations under this Agreement, Certified Training Partner represents and warrants the following:

a) Certified Training Partner shall obtain all licenses, permits, and approvals required by any government or applicable authority, including any recycling or take back programs applicable to packaging of Products. In addition, Certified Training Partner will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies, and procedures of any government or other competent authority where the Products are purchased by Certified Training Partner or are to be sold, used or deployed, including, without limitation, all anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (“Applicable Laws”).

b) Certified Training Partner shall not take any action or permit or authorize any action in violation of the Applicable Laws.

This Certified Training Partner agreement shall come into force on the date indicated at the beginning of the Certified Training Partner agreement.

This Certified Education Partner Agreement (“CEP Agreement”) constitutes a legally binding agreement made by you, whether personally or on behalf of an entity (“Partner” or “CEP”) , having its principal business at and Tyootr Inc and its affiliate companies (collectively, “Company”, or “we” or “us” or “our”), having its principal business at 1000, N West St Suite 1200, Wilmington, DE 19801, USA.

Together, Tyootr and Certified Education Partner may be referred to individually as the “Party” and together as the “Parties.” This Agreement is effective as of the date the Agreement is accepted by Certified Education Partner and confirmed by Tyootr Inc via an electronic confirmation message (the “Effective Date”).

This Agreement includes the following attachments, which are hereby incorporated by this reference:

1. EXHIBIT A: Joint Obligations

2. EXHIBIT B: Fees and Payment Terms

3. EXHIBIT C: Compliance with laws

WHEREAS Tyootr has implemented an on-line contract system enabling Certified Education Partner to review and execute the CEP Agreement, or any extension, renewal, or amendment thereof, in electronic format; and

WHEREAS Tyootr has delivered an e-mail containing a link to the Agreement to an officer or representative of Certified Education Partner authorized to execute the Agreement; and

WHEREAS the Certified Education Partner has reviewed the Agreement, and hereby wishes to assent to its terms and conditions by signing this agreement;

NOW THEREFORE, the Parties further agree as follows:

1.DEFINITIONS

1.1.Authorized Area means the geographic area(s), as defined in the operational guidelines within Program Requirements, wherein the Certified Education Partner is authorized to announce and deliver public open enrollment Training Course(s).

1.2. Tyootr.com means the Tyootr website, currently located at www.Tyootr.com.

1.3.Tyootr Content means (a) material provided by Tyootr, directly or indirectly, to Certified Education Partner for delivery of Tyootr standard courses, including but not limited to software, CD-ROMs, training manuals, videos, guides, books and material; (b) other material provided by Tyootr, directly or indirectly, to Certified Education Partner to provide Tyootr related training; (c) certain Tyootr Marks (defined below); and (d) the visual appearance and “look and feel” of displays, animation, menus, layouts, user interfaces, graphics and other copyrightable elements contained in the Tyootr Products.

1.4. Tyootr Derived Course means to all the content which Tyootr has derived from the Original Content. It includes written, recorded, or digital content in any media (paper, transparencies, computer files on disk, portable media such as CD/DVD, USB Drives, online on an intranet or internet, or any other media) and includes all material including podcasts, videos, posts or attachments in forums, or any other content or media that may be developed in future.

1.5. Tyootr Entity means Tyootr or any of its wholly-owned subsidiaries.

1.6. Tyootr Training Platform (“TTP” means an online SaaS platform to distribute Training Material and training services to Tyootr Certified Education Partner.

1.7. Tyootr Certified Education Partner (“CEP”) means any Party (other than Tyootr) to a then current, valid CEP Agreement. The CEP must meet the criteria established by Tyootr for the Partner Program, and remain in good standing for the term of the Agreement. A CEP is authorized by Tyootr to purchase training material and training services, product and/or solutions, depending on Program Requirements, in the Authorized Area.

1.8. Tyootr Certified Education Partner Website means the Tyootr Certified Education Partner website, currently located at https://www.Tyootr.com/Partners/Index.

1.9. Tyootr Learning Portal means online learning interface (web apps and mobile apps) CEP students can access online learning content.

1.10.Tyootr License Course means any non-Tyootr work or course for which that Tyootr has been granted a license to distribute to Certified Education Partner by a third party.

1.12.Tyootr Licensed Property includes, but is not limited to, any Tyootr Intellectual Property, Intellectual Property Rights, any Tyootr Products, visual depictions of Tyootr Products, and any visual depictions of the user interfaces to any Tyootr Products.

1.13. Tyootr Marks means Tyootr’s trademarks, trade names, service marks, service names, logos or trade dress.

1.14. Tyootr Products means Tyootr hardware, software, firmware, Intellectual Property, or any combination thereof (including without limitation routers, switches, and the Internet working Operating System software).

1.15. Tyootr Standard Course means any course pertaining to Tyootr Products taught in a format and using the material specified by Tyootr.

1.16. Student means a student enrolled in a Training Course.

1.17. Confidential Information refers to: (i) trade secrets, know how, inventions, research, techniques, processes, programs, schematics, source documents, Software, and data owned by each Party; (ii) the Tyootr Content and Program pricing information; (iii) the business or technical information of either Party, including but not limited to any information relating to product plans, business plans, designs, costs, product prices and names, finances, marketing plans, customer lists, and business opportunities; (iv) any information designated in writing by either Party as “confidential” or “proprietary”; (v) any information which, under the circumstances taken as a whole would reasonably be understood to be confidential; and (vi) the terms and conditions (but not the existence) of this Agreement.

1.18. Derivative Work means any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this Agreement, Derivative Work shall not include work that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Work.

1.19. Direct Purchase means the Certified Education Partner has been granted the right to purchase Training Material directly from Tyootr under this Agreement.

1.20. E-Learning Offering means a Training Course designed to be delivered over the Internet other than as defined in ILT Offering. For purposes of qualification for the curriculum requirement, the only e-learning which will be applicable will be that which is both synchronous and delivered by Tyootr Learning portal. VODs, books, AODs or other training material will not be counted.

1.22. ILT Offering means an Instructor-led Training Course delivered by an accredited trainer in a physical, virtual or simulated classroom environment.

1.23. Intellectual Property means any intangible asset that consists of human knowledge and ideas. Some examples are patents, copyrights, trademarks and software.

1.24. Intellectual Property Rights means, collectively, all of the following worldwide intangible legal rights, whether or not filed, perfected, registered or recorded and whether now or hereafter existing, filed, issued or acquired: patents, patent applications and disclosures, copyrights, trade secrets, moral rights, mask work rights, know-how, trademarks, trade names, service marks, service names, logos or trade dress and all other proprietary or intangible rights.

1.25. Joint Obligations means the Tyootr Certified Education Partner program obligations, which are attached as Exhibit A.

1.26. Lab means the use of Tyootr Products as a practical aid to the learning experience that results in the Tyootr Student handling, configuring, programming, or otherwise manipulating Tyootr Product in a physical, remote or simulated environment as part of, or separate from, the Training Course.

1.27. Learning Services means services provided by Certified Education Partner to support offerings as set forth in the Certified Education Partner Program Requirements.

1.28. Non-Genuine Products are any and all products: (i) to which a Tyootr mark, trademark or service mark has been affixed without Tyootr’s consent; (ii) that do not originate from Tyootr or are produced without the approval of Tyootr; and (iii) are generally produced with the intent to counterfeit or imitate a genuine Tyootr Product.

1.29. Non-Genuine Training means any and all content, training courses, or course material: (i) to which a Tyootr Mark or other Tyootr trademark or service mark has been affixed without Tyootr’s consent; (ii) are produced with the intent to counterfeit or imitate a genuine Tyootr Training course or material, or (iii) a Training Course or Training Material where any form of copyright notice, trademark, logo, confidentiality notice, serial number or other product identifier have been removed, altered, or destroyed.

1.30. Object Form means any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

1.32. Partner Fees means the fees to be paid to Tyootr by Certified Education Partner in accordance with this Agreement, as set forth in Exhibit B.

1.33. Program means the suite of offerings under the Tyootr Certified Education Partner program, including but not limited to Tyootr CEP, Tyootr Certified Content Partner, Tyootr Freelance Trainer, and any future programs made available by Tyootr under the Tyootr Certified Education Partner program.

1.34. Program Requirements means the eligibility guidelines, operational guidelines, program policies and applicable current product pricing information for the available programs made available under the Tyootr Certified Education Partner program as further described at the program website located athttps://www.Tyootr.com/Partners/Index, incorporated herein by reference.

1.36. Software means any software and all related documentation provided by Tyootr for delivery of Training Courses or Tyootr Content under this Agreement.

1.37. Source form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files.

1.38. Training Course means a Tyootr Standard Course, Tyootr Licensed Course or a Tyootr Derived Course.

1.39. Training Material shall mean all material containing provided by Tyootr to Certified Education Partner or approved via the Derivative Work approval process for delivery of a Training Course.

1.40. Unauthorized Tyootr Training means any genuine Tyootr Content, Training Course, or Training Material that Certified Education Partner purchases or acquires, either directly or indirectly, from any party other than Tyootr.

1.41. Work shall mean the work of authorship, whether in Source or Object form, made available under this Agreement, as indicated by a copyright notice that is included in or attached to the work.

1.42. Freelance Trainer means accredited or non-accredited trainers who are registered with Tyootr Freelance Trainer program. The trainers are part of the Tyootr marketplace where CEPs can hire such freelance trainers for their training services.

1.43. Freelance Trainer Hire means CEPs initiating a trainer hire for their training services.

1.44. Opportunity means a job or vacancy posted by a CEP for their training requirement.

2. PROPRIETARY RIGHTS AND Tyootr CONTENT LICENSING.

Subject to the terms and conditions of this Agreement (including without limitation Certified Education Partner’s obligations to pay monies or royalties):

2.1. Training Materialupon signing this agreement and during the term of this agreement, Tyootr grants access to Certified Education Partner to order all training material and resell to their students except those which require additional documentation as mandated by the accreditation owner.

2.2. Tyootr Marks use and display the Tyootr Marks solely in connection with Certified Education Partner’s activities which are directly related to providing Training Courses to Students.

2.2. Other Tyootr Property To the extent that Certified Education Partner has licensed or licenses or has purchased or purchases any other Tyootr hardware, software or Intellectual Property (collectively “Other Tyootr Property”), pursuant to any other agreement between Certified Education Partner and Tyootr (collectively “Other Agreements”), Tyootr hereby grants to Certified Education Partner the rights to use, display and perform, as applicable, such Other Tyootr Property, solely in connection with those of Certified Education Partner’s activities that are directly related to providing Training Courses to Students, and subject to any restrictions imposed by such Other Agreements.

2.3. Certified Education Partner acknowledges that the purchase and resale of Non-Genuine Training or Unauthorized Tyootr Training is not within the scope of this Agreement, and Certified Education Partner is not entitled to the rights granted herein with respect to the resale of such Non-Genuine Training or Unauthorized Tyootr Training.

3. LICENSE RESTRICTIONS.

3.1. Certified Education Partner shall not distribute or provide any Tyootr Content or Tyootr Products to any individual or entity other than Students or Certified Education Partners, or to any individual or entity outside of the Authorized Area, unless otherwise agreed in writing by Tyootr.

3.2. Except for the limited license rights granted in Section 2 above, Tyootr retains all right, title and interest (including all Intellectual Property Rights therein) in and to the Tyootr Content and Tyootr Products and any portions thereof. Certified Education Partner shall take any and all steps reasonably required to preserve Tyootr’s rights in and to the Tyootr Content and the Tyootr Products, and shall not take any action to undermine or otherwise impair such rights.

3.3. Except as otherwise expressly authorized in this Agreement, Certified Education Partner agrees not to remove, conceal, obscure, modify or alter any Tyootr Marks, Tyootr copyright notices, product identification information or other notices or markings placed by Tyootr in or on the Tyootr Content or the Tyootr Products.

3.4. Certified Education Partner's use of any Tyootr Marks shall be in accordance with applicable law and Tyootr’s policies, procedures or guidelines regarding advertising and trademark usage, as set forth on Tyootr.com and amended by Tyootr from time to time. Certified Education Partner agrees not to attach to or combine with any Tyootr Marks, any additional trademarks, logos or trade designations. Certified Education Partner shall have no claim or right in the Tyootr Marks.

3.5. With respect to any Software contained in the Tyootr Content or Tyootr Products, except as otherwise expressly provided in this Agreement, Certified Education Partner shall not: (i) transfer, sublicense or otherwise distribute such Software to any third party; (ii) modify or create derivative work of such Software or permit any third party to do so; (iii) copy such Software, except that Certified Education Partner may make a single backup copy of any Software to be used only in the event that the primary copy of the applicable Software has been lost, destroyed, or is unavailable or inaccessible; or (iv) use such Software in any manner to provide service bureau, time-sharing, rental, application service provider or other computer services to third parties. Certified Education Partner shall not disassemble, decompile, reverse engineer or otherwise try to determine or access the source code of any such Software or permit or encourage any third party to do so. To the extent required by applicable law, Certified Education Partner may require Tyootr to provide technical information relating to such Software, provided that such information will be deemed to be Confidential Information. Except as otherwise expressly provided in this Agreement, Certified Education Partner’s use of any such Software will be strictly in accordance with the terms and conditions of the license under which Certified Education Partner obtains rights from Tyootr relating to such Software.

3.6. During the term of this Agreement, Certified Education Partner may not, except as otherwise expressly provided herein, provide any course or content that contains or includes the Tyootr Content or any portion or derivative thereof, or any material created by or for Tyootr relating to the Tyootr Products or any portion or derivative thereof without Tyootr’s prior written consent. Certified Education Partner is not prohibited, however, from offering Partner Developed Courses provided such courses do not contain any Tyootr Content or any portion or derivative thereof, nor any Tyootr Products or material created by or for Tyootr relating to such products or any portion or derivative thereof. Notwithstanding any other provision of this Agreement, Certified Education Partner shall not use any Tyootr Marks in conjunction with the offering of Partner Developed Courses. Certified Education Partner shall not make any statement or take any action which states, suggests or implies that a Partner Developed Course is sponsored, certified, authorized, endorsed or otherwise approved of by Tyootr (including but not limited to Certified Education Partner’s disclosure of its Tyootr partner status in connection with Certified Education Partner’s offering of a Partner Developed Course).

4. DERIVATIVE WORK.

4.1. Certified Education Partner will own all right, title and interest in and to Tyootr Derived Courses created by Certified Education Partner (including all Intellectual Property Rights created therein), provided that Tyootr shall retain all right, title and interest (including all Intellectual Property Rights therein) in and to the underlying Tyootr Content and/or Tyootr Products.

4.2. Derivative Work are authorized for use in any approved Tyootr Derived Course for a limited period of time, typically twelve months, as specified by Tyootr in the approval process. Certified Education Partner is not authorized to use Derivative Work beyond the specified expiration date.

4.3. Certified Education Partner will provide Tyootr with a copy of each Tyootr Derived Course, in a form and in a manner to be agreed upon by the Parties, promptly after such Tyootr Derived Course is created, for Tyootr’s review and potential approval (which approval will not unreasonably be withheld) prior to the distribution, publication, or release of such Tyootr Derived Course to any third party. Certified Education Partner hereby grants Tyootr an irrevocable, perpetual, nonexclusive, nontransferable, royalty-free, fully-paid, worldwide right and license to use and copy each Tyootr Derived Course solely for Tyootr’s internal review and evaluation purposes.

4.4. Derivative Work must be submitted to Tyootr for review and potential approval prior to usage. Derivative Work approval is at the sole discretion of Tyootr. Once the Tyootr Derived Course has been approved, royalty payments are due in accordance with the requirements identified in Exhibit B.

4.5. Any use of the Tyootr Content or the Tyootr Products in a Tyootr Derived Course shall be in accordance with Tyootr’s copyright and trademark policies as specified on Tyootr.com.

4.6. Certified Education Partner irrevocably and perpetually covenants that Certified Education Partner shall not seek to enjoin and will not enjoin Tyootr or any of Tyootr’s Certified Education Partners, Students, distributors, resellers, customers or licensees from making, having made, using, selling, offering for sale, importing, creating derivative work of, copying, publicly displaying, publicly performing or distributing any material or courses that are alleged to infringe Certified Education Partner’s rights in or to a Tyootr Derived Course. Any claim, proceeding or action by Certified Education Partner based on the alleged infringement of Certified Education Partner’s rights in a Tyootr Derived Course shall be limited solely to seeking money damages in the form of a reasonable royalty.

4.7. In the event Tyootr is interested in sublicensing Tyootr Derived Course to other Certified Education Partners, the Parties will work in good faith to define the rights around future use of the Tyootr Derived Course.

4.8. Certified Education Partners violating the Derivative Work requirements or rules are subject to losing program privileges, discounts, and possible removal from the CEP program.

4.9. Certified Education Partners seeking Derivative Work approvals must follow the process established in the Program Requirements.

4.10. Certified Education Partner agrees and acknowledges that nothing contained in this Agreement shall limit Tyootr’s ability, in any way, to develop and create additional content or copyrightable work in the future, irrespective of whether such content or work are similar to or compete with any work or course created by Certified Education Partner pursuant to this Agreement; provided that such content does not infringe or misappropriate any of Certified Education Partner’s Intellectual Property Rights.

5. ROYALTIES AND PAYMENTS.

Certified Education Partner shall pay the Royalties and any payments that become due as a result of Certified Education Partner activity as set forth in Exhibit A and Exhibit B. Partner Fees is non-refundable. Any claims of overpayment of Royalties and/or Partner Fees by Certified Education Partner to Tyootr must be made in their entirety, including any evidence supporting the claim, to Tyootr within ninety (90) days of the date of such alleged overpayment.

6. JOINT OBLIGATIONS AND PROGRAM REQUIREMENTS.

6.1. Certified Education Partner shall comply with the Joint Obligations set forth in Exhibit A, and the Program Requirements for each unique program under which Certified Education Partner is eligible and elects to participate. Certified Education Partner must comply at all times with Program Requirements in order to achieve and retain the benefits of the offer within the Program. Certified Education Partner shall require that any individual or entity with which Certified Education Partner is or becomes affiliated complies with the Joint Obligations and Program Requirements. The Program Requirements are subject to change by Tyootr upon sixty (60) days prior notice, which may be via email or posting on Tyootr.com.

6.2. Program Status. Tyootr will notify Certified Education Partner of any status change (upgrade or downgrade) that results in Certified Education Partner becoming eligible or ineligible under a specific program with the Tyootr Certified Education Partner program. Upon notification, Certified Education Partner will begin participation under its newly assigned status.

7. AUDITS.

7.1. At such times as Tyootr may reasonably request, Certified Education Partner shall prepare and submit reports (each a “Report”) in accordance with the requirements of the Audit Policy Document on the Tyootr Certified Education Partner Website.

7.2. During the Term of this Agreement, Certified Education Partner shall maintain complete and accurate books and records of each Training Course provided to any third party, sufficient to confirm Certified Education Partner’s compliance with the payment and reporting obligations under this Agreement. Certified Education Partner shall permit Tyootr or an independent representative to, upon ten (10) business days prior written notice and during Certified Education Partner’s regular business hours, audit and examine(each an “Audit”) such of CEP’s books, records and inventories of Tyootr Content, as may be reasonably necessary to verify compliance with Certified Education Partner’s obligations under this Agreement. Audits shall be conducted so as not to unreasonably interfere with Certified Education Partner’s business activities and shall not be conducted more frequently than two (2) times during any twelve (12) month period; provided, however, that any Audit conducted due to Tyootr’s reasonable belief that there has been an underpayment of the monies owed to Tyootr, shall not be counted in determining the maximum number of Audits which may be conducted in any twelve (12) month period.

7.3. Certified Education Partner additionally acknowledges that from time to time Tyootr or its independent auditors may conduct additional specific audits with the purpose of monitoring and ensuring compliance by Certified Education Partner with Tyootr's policies and applicable laws. Said audits may include, without limitation, investigations in order to prevent the acquisition, use, promotion or resale of Non-Genuine Training. When requested, Certified Education Partner shall collaborate with Tyootr's auditors and provide accurate and truthful information. Certified Education Partner acknowledges and accepts that, in addition to the above audit rights, Tyootr may directly contact any Student at anytime in order to verify and/or inform Student about Certified Education Partner’s compliance or non-compliance with this Agreement.

7.4. Tyootr shall pay the costs associated with any such audit unless such audit reveals an underpayment of monies owed to Tyootr by Certified Education Partner in excess of five percent (5%) of the total payments invoiced by Tyootr during the twelve or eighteen (12-18) month period covered by the audit; in which case Certified Education Partner shall bear all costs and expenses reasonably incurred by Tyootr in connection with such audit and shall promptly pay to Tyootr the amount of any underpayment of said monies. Underpayments exceeding 10% as described above will also be subject to a penalty not to exceed 10%.

7.5. Notwithstanding any other provision of this Agreement, Tyootr’s rights and obligations pursuant to this Section 7 shall survive for a term of two (2) years following termination or expiration of this Agreement for any reason.

8. CONFIDENTIALITY.

8.1. The receiving Party (“Receiving Party”) may use the Confidential Information solely for the purpose of furtherance of the business relationship between the Parties, as provided in this Agreement and shall not disclose the Confidential Information to any third party, other than to employees of the Receiving Party who have a need to have access to and knowledge of the Confidential Information, solely for the purpose authorized above. Each Party shall take appropriate measures by instruction and agreement prior to disclosure to such employees to assure against unauthorized use or disclosure. Information (other than that on Tyootr.com) disclosed by the disclosing Party (“Disclosing Party”) in written or other tangible form will be considered Confidential Information only if such information is conspicuously designated as “Confidential,” “Proprietary” or bears a similar legend. Information disclosed orally shall be considered Confidential Information only if: (i) identified as confidential, proprietary or the like at the time of disclosure, and (ii) confirmed as confidential, proprietary or the like in writing within thirty (30) days of disclosure. Confidential Information disclosed to the Receiving Party by any affiliate or agent of the Disclosing Party is subject to this Agreement.

8.2. The Receiving Party shall have no obligation with respect to information that (i) was rightfully in possession of the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party; (ii) is, or subsequently becomes, legally and publicly available without breach of this Agreement; (iii) is rightfully obtained by the Receiving Party from a source other than the Disclosing Party without any obligation of confidentiality; (iv) is developed by or for the Receiving Party without use of the Confidential Information and such independent development can be shown by documentary evidence; or (v) is disclosed by the Receiving Party pursuant to and in accordance with a valid order issued by a court or government agency, provided that the Receiving Party provides (a) prior written notice to the Disclosing Party of such order and (b) the Disclosing Party prior opportunity to oppose or restrict such disclosure.

8.3. Upon written demand by the Disclosing Party, the Receiving Party shall: (i) cease using the Confidential Information, (ii) return the Confidential Information and all copies, notes or extracts thereof to the Disclosing Party within seven (7) days of receipt of demand, and (iii) upon request of the Disclosing Party, certify in writing that the Receiving Party has complied with the obligations set forth in this paragraph.

8.4. Each Party shall retain all right, title and interest to such Party’s Confidential Information. No license to any intellectual property (or application for intellectual property protection) is either granted or implied by the conveying of Confidential Information.

8.5. The Receiving Party shall not reverse-engineer, decompile, or disassemble any software disclosed to it and shall not remove, overprint or deface any notice of copyright or confidentiality, trademark, logo, legend, or other notices of ownership from any originals or copies of Confidential Information it obtains from the Disclosing Party or from any copies the Disclosing Party is authorized to make.

8.6. Neither Party shall disclose, advertise, or publish either the existence, the subject matter, any discussions relating to, or any of the terms and conditions, of this Agreement (or any summary of any of the forgoing) to any third party without the prior written consent of the other Party. Any press release, publication, advertisement or public disclosure regarding these terms of Agreement is subject to both the prior review and the written approval of both Parties.

9. DISCLAIMER OF WARRANTIES.

9.1. Tyootr CONTENT, Tyootr PRODUCTS AND ANY OTHER MATERIAL PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO HARDWARE, SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OR GUARANTEE OF ANY KIND. Tyootr HEREBY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

9.2. Tyootr’S SOLE AND EXCLUSIVE OBLIGATION AND CERTIFIED TRAINING PARTNER’S SOLE AND EXCLUSIVE REMEDY FOR ANY DEFECT, INACCURACY OR DEFICIENCY IN THE Tyootr CONTENT OR SOFTWARE SHALL BE FOR Tyootr TO EXERT COMMERCIALLY REASONABLE EFFORTS TO CORRECT OR REPLACE THE DEFECTIVE, INACCURATE, OR DEFICIENT ITEM.

10. LIMITATION OF LIABILITY AND CONSEQUENTIAL DAMAGES WAIVER.

The limits of liability for this Agreement are set forth as follows:

10.1. If this Agreement is governed by California, Japanese, or Canadian law, as set forth in Section 14.2, Governing Law, the following Sections 10.1.1 and 10.1.2 will apply:

10.1.1 Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT TO THE CONTRARY, ALL LIABILITY OF Tyootr, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS COLLECTIVELY FOR CLAIMS UNDER THIS AGREEMENT OR OTHERWISE HOWSOEVER ARISING SHALL BE LIMITED SEPARATELY FOR Tyootr CONTENT PURCHASED TO THE GREATER OF (I) TEN THOUSAND DOLLARS (US$10,000) OR (II) THE MONEY PAID BY CEP FOR Tyootr CONTENT, SEPARATELY AND AS APPLICABLE, UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES FIRST GIVING RISE TO SUCH LIABILITY. THIS LIMIT OF LIABILITY FOR PRODUCTS AND SERVICES IS CUMULATIVE AND NOT PER-INCIDENT (I.E., THE EXISTENCE OF TWO OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT).

10.1.2 Waiver of Consequential Damages. EXCEPT FOR LIABILITY ARISING OUT OF OR IN CONNECTION WITH CEP’s BREACH OF SECTION 2, 3 OR 8Error! Reference source not found.ERROR! REFERENCE SOURCE NOT FOUND. OR AMOUNTS DUE FOR Tyootr CONTENT PURCHASED OR SOFTWARE USED OR TRANSFERRED WITH RESPECT TO THE PAYMENT OF WHICH NO BONA FIDE DISPUTE EXISTS, IN NO EVENT SHALL EITHER PARTY, ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR LOST REVENUE, LOST PROFITS, OR LOST OR DAMAGED DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY THEREOF.

10.2. If this Agreement is governed by the laws of England, as set forth in Section 14.2, Governing Law, the following Sections 10.2.1 and 10.2.2 will apply:

10.2.1 Limitation of Liability. Notwithstanding anything else in this Agreement to the contrary, all liability of Tyootr, its affiliates, officers, directors, employees, agents and suppliers collectively for claims under this Agreement or otherwise howsoever arising (including, without limitation, in contract, tort (including negligence) and/or under any indemnity) shall be limited separately for Tyootr Content purchased to the greater of (i) ten thousand dollars (US$10,000) or (ii) the money paid by Certified Education Partner for Tyootr Content, separately and as applicable under this Agreement during the twelve (12) month period preceding the event or circumstances first giving rise to such liability. This limit of liability for Tyootr Content is cumulative and not per-incident (i.e., the existence of two or more claims will not enlarge this limit). Nothing in this Agreement shall limit (i) the liability of Tyootr, its affiliates, officers, directors, employees, agents and suppliers to Certified Education Partner for personal injury or death caused by their negligence, (ii) Tyootr's liability for fraudulent misrepresentation, or (iii) Tyootr's liability in connection with any terms which cannot be excluded under applicable law.

10.2.2 Waiver of Consequential Damages. Subject to the exceptions enumerated below in this paragraph, and notwithstanding anything else in this Agreement to the contrary, in no event shall either party, its respective affiliates, officers, directors, employees, agents or suppliers be liable for any special, incidental, indirect or consequential damages, or lost revenue, lost profits, or lost or damaged data, whether arising in contract, tort (including negligence), or otherwise, even if such party has been informed of the possibility thereof.The foregoing waiver shall not apply to any liability arising out of or in connection with: (i) death or personal injury, (ii) fraudulent misrepresentation, (iii) Tyootr's liability in connection with any terms which cannot be excluded under applicable law, (iv) Certified Education Partner's breach of Section 2, 3 or 8, or (v) amounts due for Tyootr Content purchased or Software used or transferred with respect to the payment of which no bona fide dispute exists.

10.3. If this Agreement is governed by the laws of Australia, as set forth in Section

14.2, Governing Law, the following Sections 10.3.1 and 10.3.2 will apply:

10.3.1 Limitation of Liability. Subject to the following paragraph, and notwithstanding anything else in this Agreement to the contrary, all liability of Tyootr, its Affiliates, officers, directors, employees, agents and suppliers collectively for claims under this Agreement or otherwise howsoever arising (including, without limitation, in contract, tort (including negligence) and/or under any indemnity) shall be limited separately for Tyootr Content purchased to the greater of (i) ten thousand dollars (US$10,000) or (ii) the money paid by Certified Education Partner for Tyootr Content, separately and as applicable under this Agreement during the twelve (12) month period preceding the event or circumstances first giving rise to such liability. This limit of liability for Products and Services is cumulative and not per-incident (i.e., the existence of two or more claims will not enlarge this limit).

10.3.2 Waiver of Consequential Damages. Subject to the exceptions enumerated below in this paragraph, and notwithstanding anything else in this Agreement to the contrary, in no event shall either party, its respective Affiliates, officers, directors, employees, agents or suppliers be liable for any special, incidental, indirect or consequential damages, or lost revenue, lost profits, or lost or damaged data, whether arising in contract, tort (including negligence), or otherwise, even if such party has been informed of the possibility thereof. The foregoing waiver shall not apply to any liability arising out of or in connection with: Certified Education Partner's breach of Section 2, 3 or 8, or (v) amounts due for Tyootr Content purchased or Software used or transferred with respect to the payment of which no bona fide dispute exists.

11. TERM AND TERMINATION.

11.1. The term of this Agreement shall commence on the Effective Date and continue for a period of twelve (12) months and such term will be renewed automatically for an additional one (1) year term unless either party, notifies the other of its intent to terminate at least sixty (60) days prior to the expiration of the then current term or it is otherwise terminated in accordance with this Section.

11.2. This Agreement may be terminated as follows (each a “Termination”), without prejudice and in addition to any other right or remedy that may be available to the terminating Party pursuant to this Agreement, at law or in equity:

11.2.1. Convenience. Either Party may terminate this Agreement for convenience, for any reason or for no reason, upon forty-five (45) days prior written notice to the other Party.

11.2.2. Breach. Either Party may terminate this Agreement (i) immediately in the event of a material breach by the other Party that is incapable of remedy; (ii) immediately following an underpayment of monies or royalties on three (3) or more occasions; or (iii) in the event of a material breach by the other Party that is capable of remedy but remains uncured for thirty (30) days (ten (10) days in the case of a failure to satisfy any payment obligations) following written notice thereof by such terminating Party.

11.2.3. Change of Control. Tyootr may terminate this Agreement upon twenty (20) days prior written notice to Certified Education Partner in the event Certified Education Partner is acquired by or comes under the control of a competitor of Tyootr, is involved in a merger, consolidation or reorganization, or attempts to assign its rights or obligations in violation of this Agreement. For the purpose of this Section, “competitor” means any entity which has substantially the same products as Tyootr or which has a product which directly competes against any product of Tyootr and controls over five percent (5%) of the worldwide or U.S. market for such product. For the purpose of this Section, “control” means the power to exercise a controlling influence over the management or policies of a company. Any group or entity that beneficially owns, either directly or indirectly, more than twenty-five percent (25%) of the voting securities of an entity shall be deemed to control such entity.

11.2.4. Termination of Other Agreements. Tyootr may terminate this Agreement upon ten (10) days prior written notice to Certified Education Partner, in the event Tyootr terminates any reseller, distribution or other agreement with Certified Education Partner as a result of Certified Education Partner’s breach of its obligations there under.

11.2.5. Bankruptcy. Either Party may terminate this Agreement in the event that the other Party becomes unable to pay its debts as such debts generally become due, becomes insolvent, files a voluntary petition (or other document) under the U.S. Bankruptcy Code or any similar laws, has filed against it an involuntary petition (or other document) under the U.S. Bankruptcy Code or any similar laws which petition is not dismissed within sixty (60) days of filing of such petition (or document), proposes any dissolution, liquidation, composition, financial reorganization or recapitalization with creditor, makes a general assignment or trust mortgage for the benefit of creditors, or if a receiver, trustee, custodian or similar agent is appointed or takes possession of such other Party’s assets, property or business.

11.3. EFFECT OF TERMINATION. Upon termination or expiration (“Termination”) of this Agreement for any reason:

11.3.1. Acceleration of Payment. Notwithstanding any other provision of this Agreement or any invoice, order, or other written communication between the Parties, all outstanding amounts owed to Tyootr by Certified Education Partner shall become due and payable, and Certified Education Partner shall pay any such amounts to Tyootr within fifteen (15) days of the effective date of any such Termination. All orders or portions of orders remaining unshipped as of the effective date of such Termination will automatically be canceled.

11.3.2. Termination of License. All rights and licenses granted to Certified Education Partner hereunder shall terminate including, without limitation, any rights to use or distribute Tyootr Content or Software, and any rights to use or display the Tyootr Marks, except as expressly provided immediately below under Section 11.3.3.

11.3.3. Return of Information. Except as otherwise expressly agreed to in writing by Tyootr, upon Termination, Certified Education Partner shall immediately cease all use of and shall return, to Tyootr, all Tyootr Content, Tyootr Confidential Information, Software and data, (including without limitation, all technical material and business plans supplied by Tyootr, any customer or prospect lists, and any Certified Education Partner plaques provided to Certified Education Partner by Tyootr), then in Certified Training Partner’s possession, custody or control. Notwithstanding the foregoing, except in the event of a Termination by Tyootr for Certified Training Partner’s material breach, Certified Education Partner shall be entitled to retain Tyootr Content, Confidential Information, and Software, only to the extent necessary and for the minimum amount of time required for Certified Education Partner to fulfill Certified Training Partner’s training obligations to provide Training Courses to third parties pursuant to written agreements executed with such third parties prior to the effective date of any such Termination. In no event shall Certified Education Partner be entitled to use of or access to any Tyootr Content, Confidential Information, or Software, for more than one hundred and eighty (180) days following any Termination.

11.3.4. Survival. In the event of a Termination, except as otherwise expressly provided herein, the provisions of the following Sections shall survive: 3, 5, 7, 8, 9, 10, 11, 12, 13, and 14.

12. INTELLECTUAL PROPERTY INDEMNITY.

12.1. Tyootr will have the obligation and right to defend any claim, suit or proceeding brought against Certified Education Partner to the extent it is based on a claim that any Tyootr Content or Tyootr Product supplied hereunder, infringes a United States copyright or an existing United States patent issued as of the Effective Date (such Tyootr Content or Tyootr Product hereinafter referred to as an “Indemnified Product”). Tyootr’s obligations to defend the claim and indemnify Certified Education Partner are conditional upon:

12.1.1. Certified Education Partner notifying Tyootr promptly in writing of the claim or threat thereof;

12.1.2. Certified Education Partner giving Tyootr full and exclusive authority for the conduct of the defense or settlement thereof; and

12.1.3. Certified Education Partner giving Tyootr all information and assistance reasonably requested by Tyootr in connection with the conduct of the defense and settlement of the claim and any subsequent appeal.

12.2. If such claim has occurred, or in Tyootr’s opinion is likely to occur, Certified Education Partner agrees to permit Tyootr, at its option and expense, either to: (a) procure for Certified Education Partner the right to continue using the Indemnified Product; (b) replace or modify the same so that it becomes non-infringing; or (c) if neither of the foregoing alternatives is reasonably available, immediately terminate both Parties’ respective rights and obligations under this Agreement with regard to such Indemnified Product, and, if Certified Education Partner returns such Indemnified Product, refund to Certified Education Partner the price originally paid by Certified Education Partner to Tyootr for such Indemnified Product as depreciated or amortized by an equal annual amount over the lifetime of the Indemnified Product as established by Tyootr.

12.3. Notwithstanding the foregoing, Tyootr shall have no obligation to defend Certified Education Partner or to pay any costs, expenses, damages or attorneys' fees for any claim based upon: (a) combination, operation or use of the Tyootr Content or Tyootr Products, with any product, device or software not provided by Tyootr, if the claim would not have arisen but for such combination or operation; (b) use of any Tyootr Content or Tyootr Products in a manner other than as authorized by the applicable documentation or this Agreement; or (c) Tyootr’s compliance with the designs, plans or specifications furnished by or on behalf of Certified Training Partner. Certified Education Partner agrees to defend, indemnify and hold Tyootr harmless from and against any costs, expenses, damages, or liabilities (including reasonable attorneys’ fees) arising out of, resulting from or related to any claim, suit, demand or proceeding relating to infringement or misappropriation of a third party’s intellectual property rights and based on one or more of the items listed in clauses (a) through (c) of this Section 12.3.

12.4. Notwithstanding any other provisions hereof, Tyootr shall not be liable for any claim, based on Certified Education Partner’s use of any Tyootr Content or Tyootr Product, as shipped, after Tyootr has informed Certified Education Partner of modifications or changes in the Products required to avoid such claims and offered to implement such modifications or changes, if such claim would have been avoided by implementation of Tyootr’s suggestions.

12.5. THE FOREGOING STATES THE ENTIRE OBLIGATION OF Tyootr AND ITS SUPPLIERS, AND THE EXCLUSIVE REMEDY OF CERTIFIED EDUCATION PARTNER, WITH RESPECT TO INFRINGEMENT OF PROPRIETARY RIGHTS. THE FOREGOING IS GIVEN TO CERTIFIED EDUCATION PARTNER SOLELY FOR ITS BENEFIT AND IN LIEU OF, AND Tyootr DISCLAIMS, ALL WARRANTIES OF NON-INFRINGEMENT WITH RESPECT TO THE PRODUCTS.

13. GENERAL INDEMNITY.

13.1. Each Party (the “Indemnitor”) agrees to indemnify, defend and hold harmless the other Party (the “Indemnitee”) from any and all damages, liabilities, cost and expenses (including reasonable attorneys’ fees) incurred by Indemnitee as a result of any claim, action, proceeding or judgment (each a “Claim”) against Indemnitee by any third party arising out of, resulting from or related to any acts or omissions of Indemnitor, in connection with Indemnitor’s performance under this Agreement, except to the extent that any such damages, liabilities, costs, or expenses are attributable solely to the negligence or willful act(s) of Indemnitee, its officers, employees, or agents. In the event that Indemnitee receives notice of any third party Claim, Indemnitee will promptly notify Indemnitor in writing of such Claim and will permit Indemnitor to take control of the defense or settlement of any such Claim, provided that Indemnitee shall be entitled to be represented by counsel of its own choosing, at its own expense, and participate in the defense, settlement or negotiation of any such Claim.

14. GENERAL PROVISIONS.

14.1. Force Majeure. Except for the payment of money, neither Party shall be liable for any loss, damage, or penalty resulting from any failure or delay due to causes beyond its reasonable control.

14.2. Governing Law. The validity, interpretation, and enforcement of this Agreement shall be governed as follows:

14.2.1. If Certified Education Partner’s principal place of business is located in Canada, the validity, interpretation, and enforcement of this Agreement shall be governed by the domestic laws of the Province of Ontario and the laws of Canada applicable as if performed wholly within the province and without giving effect to principles of conflicts of laws. Each party submits itself to the jurisdiction of the Ontario and Federal courts within the Province of Ontario. The parties specifically disclaim the application of the UN Convention on Contracts for the International Sale of Goods to the interpretation or enforcement of this Agreement.

14.2.2. If Certified Education Partner’s principal place of business is located in Japan, the validity, interpretation, and enforcement of this Agreement shall be governed by the domestic laws of Japan, without giving effect to principles of conflicts of laws. Each party submits itself to the jurisdiction of the Tokyo District Court of Japan.

14.2.3. If Certified Education Partner’s principal place of business is located in the Emerging Markets – West or the United States, the validity, interpretation, and enforcement of this Agreement shall be governed by the domestic laws of the State of California, United States of America, as if performed wholly within the State and without giving effect to principles of conflicts of laws, and the State and Federal courts of California shall have exclusive jurisdiction over any claim arising hereunder, except as expressly provided below. Notwithstanding the foregoing, either party may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of such party's proprietary rights. The parties specifically disclaim the application of the UN Convention on Contracts for the International Sale of Goods to the interpretation or enforcement of this Agreement.

14.2.4. If Certified Education Partner’s principal place of business is located in Australia, the validity, interpretation, and enforcement of this Agreement shall be governed by the domestic laws of the State of New South Wales, Australia, without giving effect to principles of conflicts of laws. Each party submits itself to the jurisdiction of state and federal courts within the State of New South Wales, Australia. The seat of mediation and arbitration shall be in Sydney, New South Wales, Australia, unless otherwise agreed by the Parties. The parties specifically disclaim the application to this Agreement of the UN Convention on Contracts for the International Sale of Goods.

14.2.5. If Certified Education Partner’s principal place of business is located in Europe, the Asia Pacific region (excluding Australia and Japan), Middle East (including Israel), Africa, Central and Eastern Europe, Russia and the Commonwealth of Independent States (CIS), the validity, interpretation, and enforcement of this Agreement shall be governed by the laws of England, without giving effect to principles of conflicts of laws. Tyootr and Certified Education Partner accept the exclusive jurisdiction of the English courts, provided that either party may bring an action before any court of appropriate jurisdiction for interim injunctive relief for protection of intellectual property rights and confidential information. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods.

14.3. Restricted Rights. Tyootr’s software is provided to non-DOD agencies with RESTRICTED RIGHTS and its supporting documentation is provided with LIMITED RIGHTS. Use, duplication, or disclosure by the Government is subject to the restrictions as set forth in subparagraph “C” of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19. In the event the sale is to a DOD agency, the government’s rights in software, supporting documentation, and technical data are governed by the restrictions in the Technical Data Commercial Items clause at DFARS 252.227-7015 and DFARS 227.7202.

14.4. Non-Waiver. Any waiver by either Party of any condition, part, term or provision of this Agreement on one occasion shall not be construed as a waiver of such condition, part, term or provision on any subsequent occasion or a waiver of any other condition, part, term or provision. Any grant of additional rights or benefits by either Party on one occasion shall not be construed as a grant of such right or benefit on any subsequent occasion or as a grant of any other right or benefit on any occasion.

14.5. Assignment. This Agreement shall bind and be enforceable by each Party’s successors and permitted assigns. Certified Education Partner may not assign, by operation of law or otherwise, all or any portion of Certified Education Partner’s rights or obligations under this Agreement, without Tyootr’s prior written consent. Any attempted assignment in violation of this Section shall be null and void and of no force or effect.

14.6. Attorneys Fees: In any suit or proceeding relating to this Agreement the prevailing Party will have the right to recover from the other its costs and reasonable fees and expenses of attorneys, accountants, and other professionals incurred in connection with the suit or proceeding, including costs, fees and expenses upon appeal, separately from and in addition to any other amount included in such judgment. This provision is intended to be severable from the other provisions of this Agreement, and shall survive and not be merged into any such judgment.

14.7. Notice. Except where this Agreement provides that notices may be provided by posting on Tyootr.com, all notices required or permitted under this Agreement will be in writing and will be deemed given: (a) when delivered personally; (b) when sent by confirmed facsimile or electronic mail (provided that the original document is placed in air mail/air courier or delivered personally, within seven days of the facsimile electronic notice); (c) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid (or six (6) days for international mail); or (d) one (1) day after deposit with a commercial express courier specifying next day delivery (or two (2) days for international courier packages specifying 2-day delivery). All communications will be sent to the addresses set forth on the cover sheet of this Agreement or such other address as may be designated by a Party by giving written notice to the other Party pursuant to this paragraph.

14.8. Severability. If any provision of the Agreement is held invalid, illegal, or unenforceable; the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired thereby, and such remaining provision shall remain in full force and effect.

14.9. Independent Contractors. Notwithstanding the use of the term “Certified Education Partner” to refer to Certified Education Partner, the relationship between the Parties established by this Agreement is that of independent contractors, and nothing herein shall be construed as creating a relationship of principal and agent, employer and employee, partners, joint ventures, franchisor and franchisee, or any other form of legal association (other than as expressly set forth herein) between the Parties.Certified Education Partner shall not have any power or authority to, and shall not, (i) bind or attempt to bind Tyootr in any manner; or (ii) make any agreement, statement, representation, warranty or other commitment on Tyootr’s behalf, or enter into any contract or otherwise incur any liability or obligation, express or implied, on Tyootr’s behalf, or transfer, release or waive any of right, title or interest of Tyootr under any agreement or with respect to any property.

14.10. Non-Genuine Products

14.10.1. Certified Education Partner shall not acquire, use, promote or Resell Non-Genuine Products. Additionally, Certified Education Partner shall notify Tyootr promptly of the existence, or suspected existence, of Non-Genuine Products in possession of third parties, and further agrees that it will, at Tyootr's request, assist Tyootr to diligently pursue an action against any third party in possession of Non-Genuine Products. Certified Education Partner will not remove, alter, or destroy any form of copyright notice, trademark, logo, confidentiality notice, serial number or other product identifier provided with any Product.

14.10.2. If Certified Education Partner acquires, uses, promotes or sells Non-Genuine Products, Tyootr may take one or more of the following actions, at Tyootr’s discretion: (i) require Certified Education Partner, within ten (10) days of Tyootr’s request, to recall and destroy all Non-Genuine Products that Certified Education Partner has sold to End Users and replace such products with legitimate, equivalent Products, (ii) require Certified Education Partner, within five (5) days of receiving Tyootr’s written request, to provide Tyootr with all details related to Certified Education Partner’s acquisition of all Non-Genuine Products, including without limitation, its suppliers, shipping details and all buyers to whom Certified Education Partner sold Non-Genuine Products; (iii) decline the provisioning of any kind of service support for such Non Genuine Products; and/or (iv) immediately terminate this Agreement.

14.11. Construction of Agreement. This Agreement has been negotiated by the Parties, and the language shall not be construed for or against either Party as a result of having drafted such language. Unless expressly indicated to the contrary, references to sections or exhibits mean sections in, or exhibits to, this Agreement. The titles and headings in this Agreement are for reference purposes only and do not constitute part of this Agreement.

14.12. Integration. Except as expressly stated herein, this Agreement is the complete agreement between the Parties concerning the subject matter of the Agreement, and replaces any prior oral or written communications between the Parties. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, which are not specified herein. This Agreement may be modified only by a written document executed by the Parties.

14.13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, all of which together shall constitute one and the same instrument.

Tyootr CERTIFIED EDUCATION PARTNER AGREEMENT– Version 1.1

EXHIBIT A

JOINT OBLIGATIONS

1. OBLIGATIONS.

A. Certified Education Partner agrees to:

1. Deliver Training Courses to standards required by Tyootr. Labs must be available from Certified Education Partner to all Students, and may be either physical on-site, remote, or simulated.

2. Use only Training Material for the delivery of Training Courses. Certified Education Partner shall provide one set of the Training Material required by Tyootr for that Training Course per student attending the course.

3. Certified Education Partner should order Training Material through the Tyootr Partner Portal operated by Tyootr, for distribution of the Training Material (Direct Purchase only) or from Tyootr Certified Training Distributor as authorized by Tyootr under the Tyootr Certified Education Partner program.

4. In the event of Direct Purchase, rights are granted, when purchasing Training Material through the Tyootr Partner Portal, either prepay (by wire transfer or credit card) or, upon credit approval from Tyootr, establish an open purchase order (“PO”) arrangement with Tyootr or generate a separate purchase order for each order. To cover any other costs associated with this program, the Certified Education Partner should establish similar payment methods with Tyootr.

5. Certified Education Partner will distribute one course completion certificate for each student for each class. Only official Tyootr branded Course Completion certificates may be distributed to students that complete the course. The Certificate will be distributed electronically after completing the post-class evaluation. Certified Education Partners and their instructors are expected to reasonably encourage students to complete a post-class evaluation to track customer satisfaction for all training events.

6. Maintain fully up-to-date records in the Tyootr Training Partner Portal.

7. Certified Education Partner certifies to and agrees to abide by the terms of Exhibit C, entitled “Compliance with Anti-Corruption Laws.”

8. Ship course material only within the authorized area.

9. Use only accredited trainers for the delivery of Training Course and supervise trainers to ensure that all requirements in the Instructor Agreement are met.

10. Ensure that trainers do not use their status for any activity that is not associated within the delivery of Training Courses using Training Material, or for any other activity not permitted by the Agreement.

11. Ensure that trainers do not create any training course or material that is deemed, in Tyootr’s sole judgment, to be outside the terms and conditions of this Agreement. Such work could include, but are not limited to, training course or self study material that cover the objectives of any Training Course or test associated with any Career Certification that are published independently of Tyootr, Tyootr Press, or any other such Tyootr authorized publishing program that contains Tyootr Content.

12. Trainers must maintain the minimum average quality rating as established in the Program Requirements. This average must be maintained during the term of the Agreement.

13. Provide student registration information, to the extent able under applicable laws.

B. Tyootr agrees to:

1. Create and update Training Material.

2. Administer the Certified Education Partner Program.

3. Market and maintain the Certified Education Partner Program.

4. Provide access to marketing information on Tyootr.com about Certified Education Partners and their Training Courses, locations, and contact information.

5. Monitor that Training Courses are taught only by accredited trainers, and that Certified Education Partner will not offer such training until appropriate certified training resources have been secured.

6. Tyootr will make available Tyootr’s IOS under the terms of applicable support contract purchased by Certified Education Partner.

7. Purchase of Tyootr hardware or Tyootr software is not contemplated under this Agreement and Certified Education Partner may purchase from either i) Tyootr under a separate purchase agreement or ii) from a Tyootr authorized distributor or reseller, with any applicable discounting as agreed between Certified Education Partner and the entity from which it is purchasing.

8. Ship course material only within the authorized area.

2. CERTIFIED EDUCATION PARTNER APPROVAL CRITERIA AND STATUS.

The criteria required for a Certified Education Partner to achieve Tyootr Certified Education Partner status under each of the unique offers within the Tyootr Certified Education Partner program are described within the applicable Program Requirements.

3. ROYALTY REPORTING.

For a Certified Education Partner that has Direct Purchase rights, royalty obligations are generated from any form of Tyootr Derived Course or any other form of Derivative Work. In addition to meeting all such payment obligations, Certified Education Partner must disclose Royalty reporting and payment activity for all work provided to support the application for this elective, consistent with the Derivative Work process described in the Program Requirements.

5. GENERAL REQUIREMENTS.

Before commencing any activity permitted or required by Derivative Work, Certified Education Partner agrees to have either as full time employees, or contracted solely to Certified Education Partner, development staff with formal instructional design training and experience. Staff must have proven experience in instructional design or equivalent professional training, and a minimum of 3 years experience designing training.

6. PRIVATE ILT OFFERINGS.

Private ILT Offerings are defined as ILT Offerings that are non-public, have closed attendance, and are delivered on specific customer demand. They are taught with a trainer and utilize Training Material. Certified Education Partner may deliver Private ILT Offerings outside of their assigned Authorized Area. Public solicitation or advertisement for any such offering is prohibited. However, a Certified Education Partner’s capability to provide Private ILT Offerings on-site may be advertised on the web or in general distribution advertisements.

7. PROBATION.

A. Purpose. Certified Education Partners who have qualified as Tyootr Certified Education Partners and who at any time are in violation of the Program requirements may be placed on probation, and will have a “get well plan” implemented by their Certified Education Partner Channel Manager. A Tyootr Certified Education Partner’s failure to meet each requirement of the “get well plan” will lead to termination of this Agreement.

B. Effect. The decision to impose a probation period will be determined by the Certified Education Partner Channel Manager, The Certified Education Partner will be notified within five (5) working days of the decision. During the probation period, Certified Education Partners may be prohibited from any benefits normally available to them. In the event that a Certified Education Partner is put on probation three (3) times during any twelve (12) month period, or the period defined as Tyootr’s fiscal year (whichever comes first) Tyootr may terminate for cause under the terms and conditions of the Agreement.

C. Duration. The probation period is set at a thirty (30) day limit between receipt of the written communication and the resolution of the situation. The Certified Education Partner is required to provide a written Action Plan to include all actions that will be put in place within ten (10) working days of receipt of the probation notification. Failure to provide this plan will be considered a material breach of this Agreement, and may trigger commencement of a standard termination under the terms and conditions of the Agreement. Should the Certified Education Partner consider the thirty (30) day period inadequate for compliance, Certified Education Partner may request a longer period, provided that Tyootr has no obligation to grant such request.

8. ADVERTISING.

A. Certified Education Partner Status. Certified Education Partner may not advertise as having Certified Education Partner status before approval is provided by Tyootr, or after Certified Education Partner status is revoked. Certified Education Partner may not represent, imply or create the false impression that Tyootr has given such approval ahead of time. Proper Tyootr course names and version numbers for Authorized Training Courses must be used in all advertising, and any course taught that is not an Authorized Training Course, must be clearly differentiated from Authorized Training Courses. Certified Education Partner must comply with Tyootr’s Corporate Communications Guidelines on Tyootr.com, in connection with all advertising activity.

EXHIBIT B

ROYALTY AND PAYMENT TERMS

1. PRICING.

A. Prices for use of Tyootr Content shall be those specified on the Tyootr Training Partner Portal.

B. Certified Education Partner must follow the Derivative Work process and policies posted in the Program Requirements.

2. PAYMENT TERMS AND CONDITIONS.

In the event Certified Education Partner has been granted Direct Purchase rights, the following apply:

A. All stated prices for Tyootr Content, Tyootr Products and Training Courses are exclusive of any taxes, fees and duties or other amounts, however designated, and including without limitation value added and withholding taxes which are levied or based upon such charges, or upon this Agreement. Any taxes related to any Tyootr Content, Tyootr Products or Training Courses purchased or licensed pursuant to this Agreement shall be paid by Certified Education Partner (except for taxes based on Tyootr’s income) unless Certified Education Partner shall present an exemption certificate acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item on the invoice, to the extent possible.

B. Tyootr may elect to grant a line of credit, at its sole discretion, upon review of pertinent financial documents, including, but not limited to the following Minimum Required Documents

1. Profit and Loss Statement – Two full years and current year to date

2. Balance Sheet – Two full years and current year to date

Note: Additional documents may be required at Tyootr’s discretion.

Upon credit approval by Tyootr, payment terms shall be net thirty (30) days from the date of invoice. If not approved, pre-payment is required. Tyootr reserves the right to require advance payment of any or all monies due for any or all products.

C. All overdue payments may be subject, at Tyootr’s sole discretion, to daily compounded interest payable to Tyootr at a rate equal to the lesser of 1.5 % per month or the highest rate permitted by law. If at any time Certified Education Partner is delinquent in the payment of any invoice or is otherwise in breach of the Agreement, Tyootr may, at its discretion, withhold shipment (including partial shipments) of any order or may, at its option, require Certified Education Partner to pay in advance for further shipments. In the event that Certified Education Partner fails to make any overdue payment within ten (10) days following receipt of notice from Tyootr requesting such payment, any and all licenses and rights in and to Tyootr Content and any Derivative Work thereof, granted to Certified Education Partner pursuant to the Agreement, shall immediately terminate.

D. All payments shall be made in United States Dollars.

E. All pricing, payment, and financial terms shall be Confidential Information and subject to Section 8 of the Agreement.

F. Except as provided in this Agreement with respect to Certified Education Partner’s pricing of Training Courses offered to Tyootr employees and contractors, Certified Education Partner is free to determine its sale prices unilaterally. Certified Education Partner understands that neither Tyootr nor any employee or representative of Tyootr may give any special treatment (favorable or unfavorable) to Certified Education Partner as a result of Certified Education Partner’s selection of sale prices. No employee or representative of Tyootr has any authority to determine what Certified Education Partner’s sale prices must be.

EXHIBIT C

COMPLIANCE WITH LAWS

In connection with the distribution of Tyootr Products, or otherwise in carrying out its obligations under this Agreement, Certified Education Partner represents and warrants the following:

a) Certified Education Partner shall obtain all licenses, permits, and approvals required by any government or applicable authority, including any recycling or take back programs applicable to packaging of Products. In addition, Certified Education Partner will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies, and procedures of any government or other competent authority where the Products are purchased by Certified Education Partner or are to be sold, used or deployed, including, without limitation, all anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (“Applicable Laws”).

b) Certified Education Partner shall not take any action or permit or authorize any action in violation of the Applicable Laws.

This Certified Education Partner agreement shall come into force on the date indicated at the beginning of the Certified Education Partner agreement.

This Certified Training Partner Agreement (“CTP Agreement”) constitutes a legally binding agreement made by you, whether personally or on behalf of an entity (“Partner” or “CTP”) , having its principal business at and Tyootr Inc and its affiliate companies (collectively, “Company”, or “we” or “us” or “our”), having its principal business at 1000, N West St Suite 1200, Wilmington, DE 19801, USA.

Together, Tyootr and Certified Training Partner may be referred to individually as the “Party” and together as the “Parties.” This Agreement is effective as of the date the Agreement is accepted by Certified Training Partner and confirmed by Tyootr Inc via an electronic confirmation message (the “Effective Date”).

This Tyootr Data Processing Agreement (“DPA”), that includes the Standard Contractual Clauses adopted by the European Commission, as applicable, reflects the parties’ agreement with respect to the terms governing the Processing of Personal Data under the Tyootr Customer Terms of Service (the “Agreement”, “Tyootr Certified Training Partner Agreement”). This DPA is an amendment to the Agreement and is effective upon its incorporation into the Agreement, which incorporation may be specified in the Agreement, an Order or an executed amendment to the Agreement. Upon its incorporation into the Agreement, the DPA will form a part of the Agreement.

We periodically update these terms. If you have an active Tyootr partner/ subscription, we will let you know when we do via an email or in-app notification.

The term of this DPA shall follow the term of the Agreement. Terms not otherwise defined herein shall have the meaning as set forth in the Agreement.

Definitions

Details of the Processing

Controller Responsibility

Obligations of Processor

Data Subject Requests

Audits

Sub-Processors

Data Transfers

General Provisions

Parties to this DPA

EXHIBIT 1

Appendix 1 to the Standard Contractual Clauses

Appendix 2 to the Standard Contractual Clauses

Tyootr Sub-Processors includes a list of the sub-Processors we use in connection with the provision of the partner/ subscription service. The list of sub-processors are Amazon Web Services, Inc., Google, Inc., The Rocket Science Group, LLC ., (Mailchimp), Peoplecert UK Limited, Axelos Limited, EXIN Holding BV, APMG Limited, Project Management Institute, Inc., The Open Group Limited, Aqonta Inc., ISACA and any such sub processors will be updated here.

1. Definitions

“Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.

“Data Protection Law” means all applicable legislation relating to data protection and privacy including without limitation the EU Data Protection Directive 95/46/EC and all local laws and regulations which amend or replace any of them, including the GDPR, together with any national implementing laws in any Member State of the European Union or, to the extent applicable, in any other country, as amended, repealed, consolidated or replaced from time to time. The terms “process”, “processes” and “processed” will be construed accordingly.

“Data Subject” means the individual to whom Personal Data relates.

“GDPR” means the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

“Instruction” means the written, documented instruction, issued by Controller to Processor, and directing the same to perform a specific action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).

“Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Law.

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.

“Processing” means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Data.

“Processor” means a natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Controller.

“Standard Contractual Clauses” means the clauses attached hereto as Exhibit 1 pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.

“Sub-Processors” means Tyootr’s Sub-Processors list available within this document and at https://www.Tyootr.com/Company/TermsofUse

2. Details of the Processing

a. Categories of Data Subjects. Controller may submit Personal Data to the Subscription Service, the extent of which is determined and controlled by Controller in its sole discretion, and which may include, but is not limited to Controller’s Contacts and other end users including Controller’s employees, contractors, collaborators, customers, prospects, suppliers and subcontractors. Data Subjects also include individuals attempting to communicate with or transfer Personal Data to the Controller’s end users.

b. Types of Personal Data. Contact Information (as defined in the Tyootr Customer Terms of Service), the extent of which is determined and controlled by the Customer in its sole discretion, and other Personal Data such as navigational data (including website usage information), email data, system usage data, application integration data, and other electronic data submitted, stored, sent, or received by the Controller, or the Controller’s end users, via the Subscription Service.

c. Subject-Matter and Nature of the Processing. The subject-matter of Processing of Personal Data by Processor is the provision of the services to the Controller that involves the Processing of Personal Data. Personal Data will be subject to those Processing activities as may be specified in the Agreement and an Order.

d. Purpose of the Processing. Personal Data will be Processed for purposes of providing the services set out, as further instructed by Controller in its use of the Services, and otherwise agreed to in the Agreement and any applicable Order.

e. Duration of the Processing. Personal Data will be Processed for the duration of the Agreement, subject to Section 4 of this DPA.

3. Controller Responsibility

Within the scope of the Agreement and in its use of the services, Controller shall be solely responsible for complying with the statutory requirements relating to data protection and privacy, in particular regarding the disclosure and transfer of Personal Data to the Processor and the Processing of Personal Data. For the avoidance of doubt, Controller’s instructions for the Processing of Personal Data shall comply with the Data Protection Law. This DPA is Customer’s complete and final instruction to Tyootr in relation to Personal Data and that additional instructions outside the scope of DPA would require prior written agreement between the parties. Instructions shall initially be specified in the Agreement and may, from time to time thereafter, be amended, amplified or replaced by Controller in separate written instructions (as individual instructions).

Controller shall inform Processor without undue delay and comprehensively about any errors or irregularities related to statutory provisions on the Processing of Personal Data.

4. Obligations of Processor

a. Compliance with Instructions. The parties acknowledge and agree that Customer is the Controller of Personal Data and Tyootr is the Processor of that data. Processor shall collect, process and use Personal Data only within the scope of Controller’s Instructions. If the Processor believes that an Instruction of the Controller infringes the Data Protection Law, it shall immediately inform the Controller without delay. If Processor cannot process Personal Data in accordance with the Instructions due to a legal requirement under any applicable European Union or Member State law, Processor will (i) promptly notify the Controller of that legal requirement before the relevant Processing to the extent permitted by the Data Protection Law; and (ii) cease all Processing (other than merely storing and maintaining the security of the affected Personal Data) until such time as the Controller issues new instructions with which Processor is able to comply. If this provision is invoked, Processor will not be liable to the Controller under the Agreement for any failure to perform the applicable services until such time as the Controller issues new instructions in regard to the Processing.

b. Security. Processor shall take the appropriate technical and organizational measures to adequately protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data, described under Appendix 2 to the Standard Contractual Clauses. Such measures include, but are not limited to:

i. the prevention of unauthorized persons from gaining access to Personal Data Processing systems,

ii. the prevention of Personal Data Processing systems from being used without authorization,

iii. ensuring that persons entitled to use a Personal Data Processing system gain access only to such Personal Data as they are entitled to accessing in accordance with their access rights, and that, in the course of Processing or use and after storage, Personal Data cannot be read, copied, modified or deleted without authorization,

iv. ensuring that Personal Data cannot be read, copied, modified or deleted without authorization during electronic transmission, transport or storage on storage media, and that the target entities for any transfer of Personal Data by means of data transmission facilities can be established and verified,

v. ensuring the establishment of an audit trail to document whether and by whom Personal Data have been entered into, modified in, or removed from Personal Data Processing systems,

vi. ensuring that Personal Data is Processed solely in accordance with the Instructions,

vii. ensuring that Personal Data is protected against accidental destruction or loss.

Processor will facilitate Controller’s compliance with the Controller’s obligation to implement security measures with respect to Personal Data (including if applicable Controller’s obligations pursuant to Articles 32 to 34 (inclusive) of the GDPR), by (i) implementing and maintaining the security measures described under Appendix 2, (ii) complying with the terms of Section 4.d. (Personal Data Breaches); and (iii) providing the Controller with information in relation to the Processing in accordance with Section 6 (Audits).

c. Confidentiality. Processor shall ensure that any personnel whom Processor authorizes to process Personal Data on its behalf is subject to confidentiality obligations with respect to that Personal Data. The undertaking to confidentiality shall continue after the termination of the above-entitled activities.

d. Personal Data Breaches. Processor will notify the Controller without undue delay after it becomes aware of any Personal Data Breach affecting any Personal Data. At the Controller’s request, Processor will promptly provide the Controller with all reasonable assistance necessary to enable the Controller to notify relevant Personal Data Breaches to competent authorities and/or affected Data Subjects, if Controller is required to do so under the Data Protection Law.

Controller shall, upon termination or expiration of the Agreement and by way of issuing an Instruction, stipulate, within a period of time set by Processor, the reasonable measures to return data or to delete stored data. Any additional cost arising in connection with the return or deletion of Personal Data after the termination or expiration of the Agreement shall be borne by Controller.

Processor will enable Controller to delete Personal Data of end users using the functionality of the Subscription Service.

f. Data Protection Impact Assessments and Consultation with Supervisory Authorities. To the extent that the required information is available to Processor and the Controller does not otherwise have access to the required information, Processor will provide reasonable assistance to Controller with any data protection impact assessments, and prior consultations with supervisory authorities or other competent data privacy authorities, which Controller reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to the processing of Personal Data.

5. Data Subject Requests

Processor will enable Controller to respond to requests from Data Subjects to exercise their rights under the applicable Data Protection Law in a manner consistent with the functionality of the Subscription Service. To the extent that Controller does not have the ability to address a Data Subject request, then upon Controller’s request Processor shall provide reasonable assistance to the Controller to facilitate such Data Subject request to the extent able and only as required by applicable Data Protection Law. Controller shall reimburse Processor for the commercially reasonable costs arising from this assistance.

Processor will provide reasonable assistance, including by appropriate technical and organizational measures and taking into account the nature of the Processing, to enable Controller to respond to any request from Data Subjects seeking to exercise their rights under the Data Protection Law with respect to Personal Data (including access, rectification, restriction, deletion or portability of Personal Data, as applicable), to the extent permitted by the law. If such request is made directly to Processor, Processor will promptly inform Controller and will advise Data Subjects to submit their request to the Controller. Controller shall be solely responsible for responding to any Data Subjects’ requests.

6. Audits

Processor shall, in accordance with Data Protection Laws and in response to a reasonable written request by Controller, make available to Controller such information in Processor’s possession or control related to Processor’s compliance with the obligations of data processors under Data Protection Law in relation to its Processing of Personal Data.

Controller may, upon written request and at least 30 days’ notice to Processor, during regular business hours and without interrupting Processor’s business operations, conduct an inspection of Processor’s business operations or have the same conducted by a qualified third party auditor subject to Processor’s approval, which shall not be unreasonably withheld.

Processor shall, upon Controller’s written request and on at least 30 days’ notice to the Processor, provide Controller with all information necessary for such audit, to the extent that such information is within Processor’s control and Processor is not precluded from disclosing it by applicable law, a duty of confidentiality, or any other obligation owed to a third party.

7. Sub-Processors

a. Appointment of Sub-Processors. Controller acknowledges and agrees to (a) the engagement as sub-Processors of Processor’s affiliated companies and the third parties listed on our Sub-Processors, and (b) that Processor and Processor’s affiliated companies respectively may engage third-party sub-Processors in connection with the provision of the Subscription Service. For the avoidance of doubt, the above authorization constitutes Controller’s prior written consent to the sub-Processing by Processor for purposes of Clause 11 of the Standard Contractual Clauses.

Where Processor engages sub-Processors, Processor will enter into a contract with the sub-Processor that imposes on the sub-Processor the same obligations that apply to Processor under this DPA. Where the sub-Processor fails to fulfill its data protection obligations, Processor will remain liable to the Controller for the performance of such sub-Processors obligations.

Where a sub-Processor is engaged, the Controller must be granted the right to monitor and inspect the sub-Processor’s activities in accordance with this DPA and the Data Protection Law, including to obtain information from the Processor, upon written request, on the substance of the contract and the implementation of the data protection obligations under the sub-Processing contract, where necessary by inspecting the relevant contract documents.

The provisions of this Section 7 shall mutually apply if the Processor engages a sub-Processor in a country outside the European Economic Area (“EEA”) not recognized by the European Commission as providing an adequate level of protection for personal data. If, in the performance of this DPA, Tyootr transfers any Personal Data to a sub-Processor located outside of the EEA, Tyootr shall, in advance of any such transfer, ensure that a legal mechanism to achieve adequacy in respect of that processing is in place.

b. Current Processor List and Notification or Objection to New Sub-Processors. If the Processor intends to instruct sub-Processors other than the companies listed on the Sub-Processors Page, the Processor will notify the Controller by updating the Sub-Processors Page and will give the Controller the opportunity to object to the engagement of the new sub-Processors within 30 days after being notified. The objection must be based on reasonable grounds. If the Processor and Controller are unable to resolve such objection, either party may terminate the Agreement by providing written notice to the other party. Controller shall receive a refund of any prepaid but unused fees for the period following the effective date of termination. The Controller can opt in to our email notification if they like to receive update regarding our Sub-Processors.

8. Data Transfers

Controller acknowledges and agrees that, in connection with the performance of the services under the Agreement, Personal Data will be transferred to Tyootr, Inc. in the United States. Processor may access and perform Processing of Personal Data on a global basis as necessary to provide the Subscription Service, in accordance with the Tyootr Customer Terms of Service.

The Standard Contractual Clauses at Exhibit 1 will apply with respect to Personal Data that is transferred outside the EEA, either directly or via onward transfer, to any country not recognized by the European Commission as providing an adequate level of protection for personal data (as described in the Data Protection Law).

To the extent that Controller or Processor are relying on a specific statutory mechanism to normalize international data transfers and that mechanism is subsequently revoked, or held in a court of competent jurisdiction to be invalid, Controller and Processor agree to cooperate in good faith to pursue a suitable alternate mechanism that can lawfully support the transfer.

9. General Provisions

With respect to updates and changes to this DPA, the terms that apply in the “Amendment; No Waiver” section of “Miscellaneous” in the Agreement shall apply.

In case of any conflict, this DPA shall take precedence over the regulations of the Agreement. Where individual provisions of this DPA are invalid or unenforceable, the validity and enforceability of the other provisions of this DPA shall not be affected.

Upon the incorporation of this DPA into the Agreement, the parties indicated in Section 10 below (Parties to this DPA) are agreeing to the Standard Contractual Clauses (where and as applicable) and all appendixes attached thereto. In the event of any conflict or inconsistency between this DPA and the Standard Contractual Clauses in Exhibit 1, the Standard Contractual Clauses shall prevail, provided however: (a) Controller may exercise its right of audit under clause 5(f) of the standard contractual clauses as set out in, and subject to the requirements of, section 6 of this DPA; and (b) Processor may appoint sub-Processors as set out, and subject to the requirements of, section 4 and section 7 of this DPA.

10. Parties to this DPA

This DPA is an amendment to and forms part of the Agreement. Upon the incorporation of this DPA into the Agreement (i) Controller and Tyootr entity that are each a party to the Agreement are also each a party to this DPA, and (ii) to the extent that Tyootr Inc. is not the party to the Agreement, Tyootr, Inc. is a party to this DPA, but only with respect to agreement to the Standard Contractual Clauses of the DPA, this Section 10 of the DPA, and to the Standard Contractual Clauses themselves.

If Tyootr, Inc. is not a party to the Agreement, the section of the Agreement entitled ‘Limitation of Liability’ shall apply as between Controller and Tyootr, Inc., and in such respect any references to ‘Tyootr’, ‘we’, ‘us’ or ‘our’ shall include both Tyootr, Inc. and the Tyootr entity that is a party to the Agreement.

The legal entity agreeing to this DPA as Controller represents that it is authorized to agree to and enter into this DPA for, and is agreeing to this DPA solely on behalf of, the Controller.

EXHIBIT 1 - STANDARD CONTRACTUAL CLAUSES

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection,

The Customer, as defined in the Tyootr Customer Terms of Service (the “data exporter”)And

Tyootr Inc., 1000 N West St Suite 1200, Wilmington, DE 19801, USA. (the “data importer”),

each a ‘party’; together ‘the parties’,

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

Clause 1

Definitions

For the purposes of the Clauses:

‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;

‘the data exporter’ means the controller who transfers the personal data;

‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

'the subprocessor’ means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;

‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2

Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3

Third-party beneficiary clause

The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.

The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.

The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4

Obligations of the data exporter

The data exporter agrees and warrants:

(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;

(b) that it has instructed and throughout the duration of the personal data-processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;

(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;

(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

(e) that it will ensure compliance with the security measures;

(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;

(g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

(j) that it will ensure compliance with Clause 4(a) to (i).

Clause 5

Obligations of the data importer

The data importer agrees and warrants:

(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;

(d) that it will promptly notify the data exporter about:

(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;

(ii) any accidental or unauthorised access; and

(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;

(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

(f) at the request of the data exporter to submit its data-processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;

(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11;

(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.

Clause 6

Liability

The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.

If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.

If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.

Clause 7

Mediation and jurisdiction

The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;

(b) to refer the dispute to the courts in the Member State in which the data exporter is established.

The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8

Cooperation with supervisory authorities

The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.

The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.

The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b).

Clause 9

Governing law

The Clauses shall be governed by the law of the Member State in which the data exporter is established.

Clause 10

Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11

Subprocessing

The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.

The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.

The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.

The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.

Clause 12

Obligation after the termination of personal data-processing services

The parties agree that on the termination of the provision of data-processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.

The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in paragraph

Appendix 1 - Details of Processing

This Appendix forms part of the Clauses. The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.

A. Data exporter

The data exporter is the Customer, as defined in the Tyootr Customer Terms of Service (“Agreement”).

B. Data importer

The data importer is Tyootr, Inc., a global provider of inbound marketing and sales software.

C. Data subjects

Categories of data subjects set out under Section 2 of the Data Processing Agreement to which the Clauses are attached.

D. Categories of data

Categories of personal data set out under Section 2 of the Data Processing Agreement to which the Clauses are attached.

E. Special categories of data (if appropriate)

The parties do not anticipate the transfer of special categories of data.

F. Processing operations

The processing activities set out under Section 2 of the Data Processing Agreement to which the Clauses are attached:

Appendix 2 - Technical and Organizational Security Measures

This Appendix forms part of the Clauses.

Description of the technical and organizational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):

Tyootr currently observes the security practices described in this Appendix 2. Notwithstanding any provision to the contrary otherwise agreed to by data exporter, Tyootr may modify or update these practices at its discretion provided that such modification and update does not result in a material degradation in the protection offered by these practices. All capitalized terms not otherwise defined herein shall have the meanings as set forth in the Agreement.

a) Access Control

i) Preventing Unauthorized Product Access

Outsourced processing: Tyootr hosts its Service with outsourced cloud infrastructure providers. Additionally, Tyootr maintains contractual relationships with vendors in order to provide the Service in accordance with our Data Processing Agreement. Tyootr relies on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed or stored by these vendors.

Physical and environmental security: Tyootr hosts its product infrastructure with multi-tenant, outsourced infrastructure providers. The physical and environmental security controls are audited for SOC 2 Type II and ISO 27001 compliance, among other certifications.

Authentication: Tyootr implemented a uniform password policy for its customer products. Customers who interact with the products via the user interface must authenticate before accessing non-public customer data.

Authorization: Customer data is stored in multi-tenant storage systems accessible to Customers via only application user interfaces and application programming interfaces. Customers are not allowed direct access to the underlying application infrastructure. The authorization model in each of Tyootr’s products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options. Authorization to data sets is performed through validating the user’s permissions against the attributes associated with each data set.

Application Programming Interface (API) access: Public product APIs may be accessed using an API key or through Oauth authorization.

ii) Preventing Unauthorized Product Use

Tyootr implements industry standard access controls and detection capabilities for the internal networks that support its products.

Access controls: Network access control mechanisms are designed to prevent network traffic using unauthorized protocols from reaching the product infrastructure. The technical measures implemented differ between infrastructure providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.

Intrusion detection and prevention: Tyootr implemented a Web Application Firewall (WAF) solution to protect hosted customer websites and other internet-accessible applications. The WAF is designed to identify and prevent attacks against publicly available network services.

Static code analysis: Security reviews of code stored in Tyootr’s source code repositories is performed, checking for coding best practices and identifiable software flaws.

Penetration testing: Tyootr maintains relationships with industry recognized penetration testing service providers for four annual penetration tests. The intent of the penetration tests is to identify and resolve foreseeable attack vectors and potential abuse scenarios.

iii) Limitations of Privilege & Authorization Requirements

Product access: A subset of Tyootr’s employees have access to the products and to customer data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective customer support, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. Access is enabled through “just in time” requests for access; all such requests are logged. Employees are granted access by role, and reviews of high risk privilege grants are initiated daily. Employee roles are reviewed at least once every six months.

Background checks: All Tyootr employees undergo a third-party background check prior to being extended an employment offer, in accordance with and as permitted by the applicable laws. All employees are required to conduct themselves in a manner consistent with company guidelines, non-disclosure requirements, and ethical standards.

b) Transmission Control

In-transit: Tyootr makes HTTPS encryption (also referred to as SSL or TLS) available on every one of its login interfaces and for free on every customer site hosted on the Tyootr products. Tyootr’s HTTPS implementation uses industry standard algorithms and certificates.

At-rest: Tyootr stores user passwords following policies that follow industry standard practices for security. Tyootr has implemented technologies to ensure that stored data is encrypted at rest.

c) Input Control

Detection: Tyootr designed its infrastructure to log extensive information about the system behavior, traffic received, system authentication, and other application requests. Internal systems aggregated log data and alert appropriate employees of malicious, unintended, or anomalous activities. Tyootr personnel, including security, operations, and support personnel, are responsive to known incidents.

Response and tracking: Tyootr maintains a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, Tyootr will take appropriate steps to minimize product and Customer damage or unauthorized disclosure.

Communication: If Tyootr becomes aware of unlawful access to Customer data stored within its products, Tyootr will: 1) notify the affected Customers of the incident; 2) provide a description of the steps Tyootr is taking to resolve the incident; and 3) provide status updates to the Customer contact, as Tyootr deems necessary. Notification(s) of incidents, if any, will be delivered to one or more of the Customer’s contacts in a form Tyootr selects, which may include via email or telephone.

d) Availability Control

Infrastructure availability: The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.95% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and HVAC services.

Fault tolerance: Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. Customer data is backed up to multiple durable data stores and replicated across multiple availability zones.

Online replicas and backups: Where feasible, production databases are designed to replicate data between no less than 1 primary and 1 secondary database. All databases are backed up and maintained using at least industry standard methods.

Tyootr’s products are designed to ensure redundancy and seamless failover. The server instances that support the products are also architected with a goal to prevent single points of failure. This design assists Tyootr operations in maintaining and updating the product applications and backend while limiting downtime.

Tyootr Inc ("us", "we", or "our") operates the https://www.Tyootr.com/ website and the Tyootr mobile application (hereinafter referred to as the "Service").

This page informs you of our policies regarding the collection, use and disclosure of personal data when you use our Service and the choices you have associated with that data.

We use your data to provide and improve the Service. By using the Service, you agree to the collection and use of information in accordance with this policy. Unless otherwise defined in this Privacy Policy, the terms used in this Privacy Policy have the same meanings as in our Terms and Conditions.

Definitions

Information Collection and Use

We collect several different types of information for various purposes to provide and improve our Service to you.

Types of Data Collected Personal Data

While using our Service, we may ask you to provide us with certain personally identifiable information that can be used to contact or identify you ("Personal Data"). Personally identifiable information may include, but is not limited to:

• Email address
• First name and last name
• Cookies and Usage Data

Usage Data

We may also collect information that your browser sends whenever you visit our Service or when you access the Service by or through a mobile device ("Usage Data").

This Usage Data may include information such as your computer's Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that you visit, the time and date of your visit, the time spent on those pages, unique device identifiers and other diagnostic data.

When you access the Service with a mobile device, this Usage Data may include information such as the type of mobile device you use, your mobile device unique ID, the IP address of your mobile device, your mobile operating system, the type of mobile Internet browser you use, unique device identifiers and other diagnostic data.

Tracking Cookies Data

We use cookies and similar tracking technologies to track the activity on our Service and we hold certain information.

Cookies are files with a small amount of data which may include an anonymous unique identifier. Cookies are sent to your browser from a website and stored on your device. Other tracking technologies are also used such as beacons, tags and scripts to collect and track information and to improve and analyse our Service.

You can instruct your browser to refuse all cookies or to indicate when a cookie is being sent. However, if you do not accept cookies, you may not be able to use some portions of our Service.

Examples of Cookies we use:

• Session Cookies. We use Session Cookies to operate our Service.
• Preference Cookies. We use Preference Cookies to remember your preferences and various settings.
• Security Cookies. We use Security Cookies for security purposes.

Use of Data

Tyootr Inc uses the collected data for various purposes:

• To provide and maintain our Service
• To notify you about changes to our Service
• To allow you to participate in interactive features of our Service when you choose to do so
• To provide customer support
• To gather analysis or valuable information so that we can improve our Service
• To monitor the usage of our Service
• To detect, prevent and address technical issues

Legal Basis for Processing Personal Data under the General Data Protection Regulation (GDPR)

If you are from the European Economic Area (EEA), Tyootr Inc legal basis for collecting and using the personal information described in this Privacy Policy depends on the Personal Data we collect and the specific context in which we collect it.

Tyootr Inc may process your Personal Data because:

• We need to perform a contract with you
• You have given us permission to do so
• The processing is in our legitimate interests and it is not overridden by your rights
• To comply with the law

Retention of Data

Tyootr Inc will retain your Personal Data only for as long as is necessary for the purposes set out in this Privacy Policy. We will retain and use your Personal Data to the extent necessary to comply with our legal obligations (for example, if we are required to retain your data to comply with applicable laws), resolve disputes and enforce our legal agreements and policies.

Tyootr Inc will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of our Service, or we are legally obligated to retain this data for longer periods.

Transfer of Data

Your information, including Personal Data, may be transferred to - and maintained on - computers located outside of your state, province, country or other governmental jurisdiction where the data protection laws may differ from those of your jurisdiction.

If you are located outside United States and choose to provide information to us, please note that we transfer the data, including Personal Data, to United States and process it there.

Your consent to this Privacy Policy followed by your submission of such information represents your agreement to that transfer.

Tyootr Inc will take all the steps reasonably necessary to ensure that your data is treated securely and in accordance with this Privacy Policy and no transfer of your Personal Data will take place to an organisation or a country unless there are adequate controls in place including the security of your data and other personal information.

Disclosure of Data

Business Transaction

If Tyootr Inc is involved in a merger, acquisition or asset sale, your Personal Data may be transferred. We will provide notice before your Personal Data is transferred and becomes subject to a different Privacy Policy.

Disclosure for Law Enforcement

Under certain circumstances, Tyootr Inc may be required to disclose your Personal Data if required to do so by law or in response to valid requests by public authorities (e.g. a court or a government agency).

Legal Requirements

Tyootr Inc may disclose your Personal Data in the good faith belief that such action is necessary to:

• To comply with a legal obligation
• To protect and defend the rights or property of Tyootr Inc
• To prevent or investigate possible wrongdoing in connection with the Service
• To protect the personal safety of users of the Service or the public
• To protect against legal liability

Security of Data

The security of your data is important to us but remember that no method of transmission over the Internet or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your Personal Data, we cannot guarantee its absolute security.

Our Policy on "Do Not Track" Signals under the California Online Protection Act (CalOPPA)

We do not support Do Not Track ("DNT"). Do Not Track is a preference you can set in your web browser to inform websites that you do not want to be tracked.

You can enable or disable Do Not Track by visiting the Preferences or Settings page of your web browser.

Your Data Protection Rights under the General Data Protection Regulation (GDPR)

If you are a resident of the European Economic Area (EEA), you have certain data protection rights. Tyootr Inc aims to take reasonable steps to allow you to correct, amend, delete or limit the use of your Personal Data.

If you wish to be informed about what Personal Data we hold about you and if you want it to be removed from our systems, please contact us.

In certain circumstances, you have the following data protection rights:

Please note that we may ask you to verify your identity before responding to such requests.

You have the right to complain to a Data Protection Authority about our collection and use of your Personal Data. For more information, please contact your local data protection authority in the European Economic Area (EEA).

Service Providers

We may employ third party companies and individuals to facilitate our Service ("Service Providers"), provide the Service on our behalf, perform Service-related services or assist us in analysing how our Service is used.

These third parties have access to your Personal Data only to perform these tasks on our behalf and are obligated not to disclose or use it for any other purpose.

Links to Other Sites

Our Service may contain links to other sites that are not operated by us. If you click a third party link, you will be directed to that third party's site. We strongly advise you to review the Privacy Policy of every site you visit.

We have no control over and assume no responsibility for the content, privacy policies or practices of any third party sites or services.

Children's Privacy

Our Service does not address anyone under the age of 18 ("Children").

We do not knowingly collect personally identifiable information from anyone under the age of 18. If you are a parent or guardian and you are aware that your Child has provided us with Personal Data, please contact us. If we become aware that we have collected Personal Data from children without verification of parental consent, we take steps to remove that information from our servers.

Changes to This Privacy Policy

We may update our Privacy Policy from time to time. We will notify you of any changes by posting the new Privacy Policy on this page.

We will let you know via email and/or a prominent notice on our Service, prior to the change becoming effective and update the "effective date" at the top of this Privacy Policy.

You are advised to review this Privacy Policy periodically for any changes. Changes to this Privacy Policy are effective when they are posted on this page.

Contact Us

If you have any questions about this Privacy Policy, please contact us:

Tyootr Inc
1000 N West St Suite 1200, Wilmington, DE 19801, USA.
Email: info@Tyootr.com
Effective date: March 06, 2019

Tyootr Inc (“Company” or “we” or “us” or “our”) respects the privacy of its users (“user” or “you”) that use our website located at www.Tyootr.com, including other media forms, media channels, mobile website or mobile application related or connected thereto (collectively, the “Website”). The following Company privacy policy (“Privacy Policy”) is designed to inform you, as a user of the Website, about the types of information that Company may gather about or collect from you in connection with your use of the Website. It also is intended to explain the conditions under which Company uses and discloses that information, and your rights in relation to that information. Changes to this Privacy Policy are discussed at the end of this document. Each time you use the Website, however, the current version of this Privacy Policy will apply. Accordingly, each time you use the Website you should check the date of this Privacy Policy (which appears at the beginning of this document) and review any changes since the last time you used the Website.

The Website is hosted in the United States of America and is subject to U.S. state and federal law. If you are accessing our Website from other jurisdictions, please be advised that you are transferring your personal information to us in the United States, and by using our Website, you consent to that transfer and use of your personal information in accordance with this Privacy Policy. You also agree to abide by the applicable laws of applicable states and U.S. federal law concerning your use of the Website and your agreements with us. Any persons accessing our Website from any jurisdiction with laws or regulations governing the use of the Internet, including personal data collection, use and disclosure, different from those of the jurisdictions mentioned above may only use the Website in a manner lawful in their jurisdiction. If your use of the Website would be unlawful in your jurisdiction, please do not use the Website.

BY USING OR ACCESSING THE WEBSITE, YOU ARE ACCEPTING THE PRACTICES DESCRIBED IN THIS PRIVACY POLICY.

GATHERING, USE AND DISCLOSURE OF NON-PERSONALLY-IDENTIFYING INFORMATION

Users of the Website Generally

“Non-Personally-Identifying Information” is information that, without the aid of additional information, cannot be directly associated with a specific person. “Personally-Identifying Information,” by contrast, is information such as a name or email address that, without more, can be directly associated with a specific person. Like most website operators, Company gathers from users of the Website Non-Personally-Identifying Information of the sort that Web browsers, depending on their settings, may make available. That information includes the user’s Internet Protocol (IP) address, operating system, browser type and the locations of the websites the user views right before arriving at, while navigating and immediately after leaving the Website. Although such information is not Personally-Identifying Information, it may be possible for Company to determine from an IP address a user’s Internet service provider and the geographic location of the visitor’s point of connectivity as well as other statistical usage data. Company analyzes Non-Personally-Identifying Information gathered from users of the Website to help Company better understand how the Website is being used. By identifying patterns and trends in usage, Company is able to better design the Website to improve users’ experiences, both in terms of content and ease of use. From time to time, Company may also release the Non-Personally-Identifying Information gathered from Website users in the aggregate, such as by publishing a report on trends in the usage of the Website.

Web Cookies

A “Web Cookie” is a string of information which assigns you a unique identification that a website stores on a user’s computer, and that the user’s browser provides to the website each time the user submits a query to the website. We use cookies on the Website to keep track of services you have used, to record registration information regarding your login name and password, to record your user preferences, to keep you logged into the Website and to facilitate purchase procedures. Company also uses Web Cookies to track the pages that users visit during each Website session, both to help Company improve users’ experiences and to help Company understand how the Website is being used. As with other Non-Personally-Identifying Information gathered from users of the Website, Company analyzes and discloses in aggregated form information gathered using Web Cookies, so as to help Company, its partners and others better understand how the Website is being used. COMPANY USERS WHO DO NOT WISH TO HAVE WEB COOKIES PLACED ON THEIR COMPUTERS SHOULD SET THEIR BROWSERS TO REFUSE WEB COOKIES BEFORE ACCESSING THE WEBSITE, WITH THE UNDERSTANDING THAT CERTAIN FEATURES OF THE WEBSITE MAY NOT FUNCTION PROPERLY WITHOUT THE AID OF WEB COOKIES. WEBSITE USERS WHO REFUSE WEB COOKIES ASSUME ALL RESPONSIBILITY FOR ANY RESULTING LOSS OF FUNCTIONALITY.

Web Beacons

A “Web Beacon” is an object that is embedded in a web page or email that is usually invisible to the user and allows website operators to check whether a user has viewed a particular web page or an email. Company may use Web Beacons on the Website and in emails to count users who have visited particular pages, viewed emails and to deliver co-branded services. Web Beacons are not used to access users’ Personally-Identifying Information. They are a technique Company may use to compile aggregated statistics about Website usage. Web Beacons collect only a limited set of information, including a Web Cookie number, time and date of a page or email view and a description of the page or email on which the Web Beacon resides. You may not decline Web Beacons. However, they can be rendered ineffective by declining all Web Cookies or modifying your browser setting to notify you each time a Web Cookie is tendered, permitting you to accept or decline Web Cookies on an individual basis.

Analytics

We may use third-party vendors, including Google, who use first-party cookies (such as the Google Analytics cookie) and third-party cookies (such as the DoubleClick cookie) together to inform, optimize and serve ads based on your past activity on the Website, including Google Analytics for Display Advertising. The information collected may be used to, among other things, analyze and track data, determine the popularity of certain content and better understand online activity. If you do not want any information to be collected and used by Google Analytics, you can install an opt-out in your web browser (https://tools.google.com/dlpage/gaoptout/) and/or opt out from Google Analytics for Display Advertising or the Google Display Network by using Google’s Ads Settings (www.google.com/settings/ads).

Aggregated and Non-Personally-Identifying Information

We may share aggregated and Non-Personally Identifying Information we collect under any of the above circumstances. We may also share it with third parties and our affiliate companies to develop and deliver targeted advertising on the Website and on websites of third parties. We may combine Non-Personally Identifying Information we collect with additional Non-Personally Identifying Information collected from other sources. We also may share aggregated information with third parties, including advisors, advertisers and investors, for the purpose of conducting general business analysis. For example, we may tell our advertisers the number of visitors to the Website and the most popular features or services accessed. This information does not contain any Personally-Identifying Information and may be used to develop website content and services that we hope you and other users will find of interest and to target content and advertising.

Mobile Device Additional Terms

• Mobile Device. If you use a mobile device to access the Website or download any of our applications, we may collect device information (such as your mobile device ID, model and manufacturer), operating system, version information and IP address.
• Geo-Location Information. Unless we have received your prior consent, we do not access or track any location-based information from your mobile device at any time while downloading or using our mobile application or our services, except that it may be possible for Company to determine from an IP address the geographic location of your point of connectivity, in which case we may gather and use such general location data.
• Push Notifications. We send you push notifications if you choose to receive them, letting you know when someone has sent you a message or for other service-related matters. If you wish to opt-out from receiving these types of communications, you may turn them off in your device’s settings.
• Mobile Analytics. We use mobile analytics software to allow us to better understand the functionality of our mobile software on your phone. This software may record information, such as how often you use the application, the events that occur within the application, aggregated usage, performance data and where the application was downloaded from. We do not link the information we store within the analytics software to any Personally-Identifying Information you submit within the mobile application.

SOCIAL MEDIA

We may provide you the option to connect your account on the Website to your account on some social networking sites for the purpose of logging in, uploading information or enabling certain features on the Website. When logging in using your social network credentials, we may collect the Personally-Identifying Information you have made publicly available on the social networking site, such as your name, profile picture, cover photo, username, gender, friends network, age range, locale, friend list and any other information you have made public. Once connected, other users may also be able to see information about your social network, such as the size of your network and your friends, including common friends. By connecting your account on the Website to your account on any social networking site, you hereby consent to the continuous release of information about you to us. We will not send any of your account information to the connected social networking site without first disclosing that to you. Each social network may further allow you to set privacy controls around your information on their system, and our collection of information will always follow such controls and permissions. This feature is subject to continuous change and improvement by us and each social networking site involved, and therefore the available features and shared information are subject to change without notice to you.

We may use hyperlinks on the Website which will redirect you to a social network if you click on the respective link. However, when you click on a social plug-in, such as Facebook’s “Like” button, Twitter’s “tweet” button or the Google+, that particular social network’s plugin will be activated and your browser will directly connect to that provider’s servers. If you do not use these buttons, none of your data will be sent to the respective social network’s plugin provider. So for example, when you click on the Facebook’s “Like” button on the Website, Facebook will receive your IP address, the browser version and screen resolution, and the operating system of the device you have used to access the Website. Settings regarding privacy protection can be found on the websites of these social networks and are not within our control.

COLLECTION, USE AND DISCLOSURE OF PERSONALLY-IDENTIFYING INFORMATION

Website Registration

As defined above, Personally-Identifying Information is information that can be directly associated with a specific person. Company may collect a range of Personally-Identifying Information from and about Website users. Much of the Personally-Identifying Information collected by Company about users is information provided by users themselves when (1) registering for our service, (2) logging in with social network credentials, (3) participating in polls, contests, surveys or other features of our service, or responding to offers or advertisements, (4) communicating with us, (5) creating a public profile or (6) signing up to receive newsletters. That information may include each user’s name, address, email address and telephone number, and, if you transact business with us, financial information such as your payment method (valid credit card number, type, expiration date or other financial information). We also may request information about your interests and activities, your gender, age, date of birth, username, hometown and other demographic or relevant information as determined by Company from time to time. Users of the Website are under no obligation to provide Company with Personally-Identifying Information of any kind, with the caveat that a user’s refusal to do so may prevent the user from using certain Website features.

BY REGISTERING WITH OR USING THE WEBSITE, YOU CONSENT TO THE USE AND DISCLOSURE OF YOUR PERSONALLY-IDENTIFYING INFORMATION AS DESCRIBED IN THIS “COLLECTION, USE AND DISCLOSURE OF PERSONALLY-IDENTIFYING INFORMATION” SECTION.

Online Postings

Certain Personally-Identifying Information collected from users may be disclosed as a matter of course as a result of your use of the Website. We may provide areas on the Website where you can post reviews and other information relating to your activities on the Website. Such postings are governed by our Terms of Use. In addition, such postings may appear on other websites or when searches are executed on the subject of your posting. Also, whenever you voluntarily disclose personal information on publicly-viewable web pages, that information will be publicly available and can be collected and used by others. For example, if you post your email address, you may receive unsolicited messages. We cannot control who reads your posting or what other users may do with the information you voluntarily post, so we encourage you to exercise discretion and caution with respect to your personal information. USERS ASSUME ALL RESPONSIBILITY FOR ANY LOSS OF PRIVACY OR OTHER HARM RESULTING FROM THEIR VOLUNTARY DISCLOSURE OF PERSONALLY IDENTIFYING INFORMATION.

Company Communications

We may occasionally use your name and email address to send you notifications regarding new services offered by the Website that we think you may find valuable. We may also send you service-related announcements from time to time through the general operation of the service. Generally, you may opt out of such emails at the time of registration or through your account settings, though we reserve the right to send you notices about your account, such as service announcements and administrative messages, even if you opt out of all voluntary email notifications.

Company Disclosures

Company will disclose Personally-Identifying Information under the following circumstances:

• By Law or to Protect Rights. When we believe disclosure is appropriate, we may disclose Personally-Identifying Information in connection with efforts to investigate, prevent or take other action regarding illegal activity, suspected fraud or other wrongdoing; to protect and defend the rights, property or safety of Company, our users, our employees or others; to comply with applicable law or cooperate with law enforcement; to enforce our Terms of Use or other agreements or policies, in response to a subpoena or similar investigative demand, a court order or a request for cooperation from a law enforcement or other government agency; to establish or exercise our legal rights; to defend against legal claims; or as otherwise required by law. In such cases, we may raise or waive any legal objection or right available to us.
• Marketing Communications. Unless users opt-out from receiving Company marketing materials upon registration, Company may email users about products and services that Company believes may be of interest to them. If you wish to opt-out of receiving marketing materials from Company, you may do so by following the unsubscribe link in the email communications, by going to your account settings (if applicable) or contacting us using the contact information below.
• Third-Party Service Providers. We may share your Personally-Identifying Information, which may include your name and contact information (including email address) with our authorized service providers that perform certain services on our behalf. These services may include fulfilling orders, providing customer service and marketing assistance, performing business and sales analysis, supporting the Website’s functionality and supporting contests, sweepstakes, surveys and other features offered through the Website. We may also share your name, contact information and credit card information with our authorized service providers who process credit card payments. These service providers may have access to personal information needed to perform their functions but are not permitted to share or use such information for any other purpose.
• Business Transfers; Bankruptcy. Company reserves the right to transfer all Personally-Identifying Information in its possession to a successor organization in the event of a merger, acquisition, bankruptcy or other sale of all or a portion of Company’s assets. Other than to the extent ordered by a bankruptcy or other court, the use and disclosure of all transferred Personally-Identifying Information will be subject to this Privacy Policy, or to a new privacy policy if you are given notice of that new privacy policy and are given an opportunity to affirmatively opt-out of it. Personally-Identifying Information submitted or collected after a transfer, however, may be subject to a new privacy policy adopted by the successor organization.

Changing Personally-Identifying Information; Account Termination

You may at any time review or change your Personally-Identifying Information by going to your account settings (if applicable) or contacting us using the contact information below. Upon your request, we will deactivate or delete your account and contact information from our active databases. Such information will be deactivated or deleted as soon as practicable based on your account activity and accordance with our deactivation policy and applicable law. To make this request, either go to your account settings (if applicable) or contact us as provided below. We will retain in our files some Personally-Identifying Information to prevent fraud, to troubleshoot problems, to assist with any investigations, to enforce our Terms of Use and to comply with legal requirements as is permitted by law. Therefore, you should not expect that all your Personally-Identifying Information will be completely removed from our databases in response to your requests. Additionally, we keep a history of changed information to investigate suspected fraud with your account.

General Use

Company uses the Personally-Identifying Information in the file we maintain about you, and other information we obtain from your current and past activities on the Website (1) to deliver the products and services that you have requested; (2) to manage your account and provide you with customer support; (3) to communicate with you by email, postal mail, telephone and/or mobile devices about products or services that may be of interest to you either from us, our affiliate companies or other third parties; (4) to develop and display content and advertising tailored to your interests on the Website and other sites; (5) to resolve disputes and troubleshoot problems; (6) to measure consumer interest in our services; (7) to inform you of updates; (8) to customize your experience; (9) to detect and protect us against error, fraud and other criminal activity; (10) to enforce our Terms of Use; and (11) to do as otherwise described to you at the time of collection. At times, we may look across multiple users to identify problems. In particular, we may examine your Personally-Identifying Information to identify users using multiple user IDs or aliases. We may compare and review your Personally-Identifying Information for accuracy and to detect errors and omissions. We may use financial information or payment method to process payment for any purchases made on the Website, enroll you in the discount, rebate, and other programs in which you elect to participate, to protect against or identify possible fraudulent transactions and otherwise as needed to manage our business.

COLLECTION AND USE OF INFORMATION BY THIRD PARTIES GENERALLY

Company contractually prohibits its contractors, affiliates, vendors and suppliers from disclosing Personally-Identifying Information received from Company, other than in accordance with this Privacy Policy. However, third parties are under no obligation to comply with this Privacy Policy with respect to Personally-Identifying Information that users provide directly to those third parties, or that those third parties collect for themselves. These third parties include advertisers, providers of games, utilities, widgets and a variety of other third-party applications accessible through the Website. Company neither owns nor controls the third-party websites and applications accessible through the Website. Thus, this Privacy Policy does not apply to information provided to or gathered by the third parties that operate them. Before visiting a third party, or using a third-party application, whether by means of a link on the Website, directly through the Website or otherwise, and before providing any Personally-Identifying Information to any such third party, users should inform themselves of the privacy policies and practices (if any) of the third party responsible for that website or application, and should take those steps necessary to, in those users’ discretion, protect their privacy.

SECURITY

We take the security of your Personally-Identifying Information seriously and use reasonable electronic, personnel and physical measures to protect it from loss, theft, alteration or misuse. However, please be advised that even the best security measures cannot fully eliminate all risks. We cannot guarantee that only authorized persons will view your information. We are not responsible for third-party circumvention of any privacy settings or security measures.

We are dedicated to protect all information on the Website as is necessary. However, you are responsible for maintaining the confidentiality of your Personally-Identifying Information by keeping your password confidential. You should change your password immediately if you believe someone has gained unauthorized access to it or your account. If you lose control of your account, you should notify us immediately.

PRIVACY POLICY CHANGES

Company may, in its sole discretion, change this Privacy Policy from time to time. Any and all changes to Company’s Privacy Policy will be reflected on this page and the date new versions are posted will be stated at the top of this Privacy Policy. Unless stated otherwise, our current Privacy Policy applies to all information that we have about you and your account. Users should regularly check this page for any changes to this Privacy Policy. Company will always post new versions of the Privacy Policy on the Website. However, Company may, as determined in its discretion, decide to notify users of changes made to this Privacy Policy via email or otherwise. Accordingly, it is important that users always maintain and update their contact information.

CALIFORNIA PRIVACY RIGHTS

California Civil Code Section 1798.83, also known as the "Shine The Light" law, permits our users who are California residents to request and obtain from us, once a year and free of charge, information about the Personally-Identifying Information (if any) we disclosed to third parties for direct marketing purposes in the preceding calendar year. If applicable, this information would include a list of the categories of the Personally-Identifying Information that was shared and the names and addresses of all third parties with which we shared Personally-Identifying Information in the immediately preceding calendar year. If you are a California resident and would like to make such a request, please submit your request in writing to our privacy officer as listed below.

DO-NOT-TRACK POLICY

Most web browsers and some mobile operating systems include a Do-Not-Track (“DNT”) feature or setting you can activate to signal your privacy preference not to have data about your online browsing activities monitored and collected. The Website does currently respond to DNT browser signals or mechanisms.

CONTACT

If you have any questions regarding our Privacy Policy, please contact our Privacy Officer at:

Tyootr Inc
1000 N West St Suite 1200, Wilmington, DE 19801, USA.
Email: info@Tyootr.com
Effective date: March 06, 2019

This Terms of Use for Instructors (“Instructor Agreement”) constitutes a legally binding agreement made by you, whether personally or on behalf of an entity (“user” or “you”) and Tyootr Inc., a Delaware corporation in the United States of America and its affiliate companies (collectively, “Company”, or “we” or “us” or “our” concerning your involvement as an instructor.

Services

As an instructor you shall create online courses and host it for free in Tyootr.

Performance by Instructors

As an instructor your contract is binding only with Tyootr and there are no agreements with Students. You will only receive student information such as their name and country. You can communicate with your students only through messaging system available in the course builder portal. You understand agree that, You will not request student contact details or any other personal data. You understand and agree that You will indemnify Tyootr for any issues arising out of Your use of any Student data.

Identity and account security

Tyootr reserves the right to validate your information at any time, including but not limited to validation against third party databases. You are solely responsible for ensuring and maintaining the secrecy and security of your Tyootr account password. You agree not to disclose this password to anyone other than nominated person (individual or employee of a company) and shall be solely responsible under all circumstances for any use of or action taken through the use of such password on Tyootr. You must notify Tyootr Support Team immediately if you suspect your password is lost or stolen.

General Instructor Obligations

You will not access (or attempt to access) the Site by any means other than the interface provided, and you will not use information from the Site for any purpose other than the purpose for which it was made available.

You will not engage in any activity that interferes with or disrupts the functioning of the Site. You will not upload or attach an invalid or malicious or unknown file.

You will not insert any external links that may be malicious or unknown to you, or used for offering any goods or services other than Services.

You agree not to "scrape" or disaggregate data from the Site (whether by manual or automated means), for any commercial, marketing, or data compiling or enhancing purpose, or to copy, re-post or re-use data from the Site for any other service.

You agree not to use or provide software (except for general purpose web browsers and email clients, or software expressly licensed by us) or services that interact or interoperate with the Site, e.g. for downloading, uploading, posting, flagging, emailing, search, or mobile use.

You are responsible for the content you upload for your online course. You agree that the content you own the content or you are authorized or licensed or hold necessary permissions to reproduce them. You further authorize Tyootr to reproduce, distribute, publicly display, communicate to the public, promote, market and otherwise use and exploit any of the content you have uploaded to perform the services.

You are responsible for the content you upload. Your content should not infringe any intellectual property and or copyright of a third party. Tyootr will not pay or purchase licenses for any third party content uploaded by You. This will include and not limited to music recordings, video footage, images etc.,

You will not use Tyootr services other than creating online courses, online teaching, tutoring students and supporting them with services.

Online paid courses offered by You in Tyootr should not be sold for free or make it publicly available in other online platforms such as your Youtube Channel, Facebook page and other online course marketplaces.

You agree and will respond to student messages promptly to help them complete the learning.

You will not post, provide and engage in a conversation with students, students under the age of 18 and or under the age of 13 which are inappropriate, racist, sexist, incorrect, false, misleading or anything which is against the law.

If you are under age of 18, you agree and only use the services under the involvement, supervision or approval of the parent or a legal guardian.

Content license

You hereby grant Tyootr a non-exclusive, worldwide license to use, modify, reproduce, distribute, market, promote, offer, display and transmit the Instructor Content in electronic form via the Internet and third party networks (including, without limitation, telephone and wireless networks) in connection with Tyootr, and to permit users of the Tyootr to access, download and print the Instructor Content.

You hereby grant Tyootr a license to modify the Instructor Content which shall be limited to modifying the Instructor Content to fit the format and look and feel of the Tyootr Online courses. Instructor may provide Tyootr with written notice of Instructor's objection, for any reasonable cause, to Tyootr's display of the Instructor Content to Tyootr, unless Instructor has consented to such display in writing. Upon receipt of such notice, Tyootr will cease such display within a reasonable period of time. However, courses sold to students will still remain active.

You hereby grant Tyootr a right to sublicense any of the rights described in this section.

You may choose to modify, remove or add content to any of Your online course at anytime.

Trademark Usage

Instructor hereby grants Tyootr a limited, non-exclusive, royalty-free license for any logos or trademark statements associated with the online course. Such license is granted solely in connection with the Tyootr's rights and obligations under this Agreement. All such uses will be in compliance with Instructor's written trademark guidelines as provided by Instructor to the Tyootr from time to time. You, as an Instructor also agree that such Trademarks are owned by You and do not infringe any third party Trademarks associated with your content or Online course.

License Limitations

Tyootr acknowledges that Instructor owns all right, title and interest and to the Instructor content, logos or any Trademark owned by You. Tyootr agrees not to do anything inconsistent with such ownership and all uses of the Trademarks will inure to the benefit of and on behalf of Instructor.

Course Pricing

As an instructor, you can choose the right price for your course. You can offer your course for free or as a paid course. Courses are priced based on their proficiency level such as beginner, intermediate, advanced and premium. Click here to know more about the course price matrix. You can choose any value between the price slabs based on your course level.

The base currency for Your Online course is determined by You. Tyootr reserves all rights to display the Online Course price in the local currency based on the Student location. This may or may not be equivalent to your base currency.

You agree that You charge only for Your content or Online course and do not include ad ons for services provided by third party or any external third party links to your course. All payments towards the Online course will be handled by Tyootr including interaction with Students. Tyootr adopts a dynamic pricing strategy based on the market conditions and Your Online course price will vary based on the location and demand. The end Sale price of Your Online course will be defined by Tyootr. Tyootr reserves all rights to change the Online course price and Course price matrix at any time.

Course Promotions

Your Online course automatically qualifies to be sold in Tyootr through organic traffic. You may choose to promote Your Online courses within your network or promote them in various marketing channels at your sole discretion.

In addition to the above, you may also choose to take part in Tyootr Promotions. This is an optional campaign which is disabled by default. You can participate in the Tyootr led Promotional campaigns by enabling your Online course for the campaign in your Instructor login.

Tyootr has the sole discretion in choosing the courses for the campaigns run by the Company. Tyootr promotional campaigns at performed at Companies risk and Tyootr does not guarantee any minimum level of success for such Promotional campaigns. You can choose to opt – in or opt – out of such campaigns at anytime.

Course Coupons: Course Coupons can be utilized by You to increase sales. You create a coupon code, choose validity period etc., in your Instructor login.

Refunds and Cancellation

Students are entitled for course refunds and cancellation within 15 days of initial purchase. You agree that You are not eligible for revenue share in the event when a student requests a refund or cancellation for your Online courses. Please refer Terms of Use for more details on Refund and Cancellation.

Instructor Payments and taxes

You will be eligible for revenue share from the Net amount received from Your online course sales. The percentage of Your revenue share varies based on the Marketing Campaigns you are participating. For more details on the revenue share, please login to Your Instructor account.

For Tyootr to pay you in a timely manner, you need to hold a work PayPal, Paytm account. Payments are done within 40 days from the end of the month Your course is being sold. You are responsible to provide all mandatory documents described in the Payment settings to process your payments. You are also responsible to manage taxes for the revenue You earn from selling Online Courses in Tyootr.

Account preferences

You, as an Instructor may choose to delete your Instructor account. Tyootr will remit outstanding balances towards Your online course as agreed in the payment terms. However, Your online course will be accessible for Students who has purchased prior to Your deletion of your account. Tyootr reserves all rights to hold Your Online Course content for such reasons.

Changes to this Agreement

Tyootr reserves the right, in its sole discretion, to change the Terms under which Tyootr Website (www.Tyootr.com) is offered. The most current version of the Terms will supersede all previous versions. Tyootr encourages you to periodically review the Terms to stay informed of our updates.

Contact Us

Tyootr welcomes your questions or comments regarding the Terms:

Tyootr Inc
1000 N West St Suite 1200, Wilmington, DE 19801, USA.

This Terms of Use for Freelance Trainers (“Freelance Trainer Agreement”) constitutes a legally binding agreement made by you, whether personally or on behalf of an entity (“user” or “you”) and Tyootr Inc., a Delaware corporation in the United States of America and its affiliate companies (collectively, “Company”, or “we” or “us” or “our” concerning your involvement as a Freelance Trainer.

Performance by Instructors

As an Freelance Trainer your contract is binding only with Tyootr for payments and with Training Company for delivery of services (Freelance Trainer may sign a Trainer agreement initiated by the Training Company) and there are no agreements with Students. The Training Company is solely responsible to administer training events and use of their student information. You understand agree that, You will not request student contact details or any other personal data during the event unless or otherwise stated or agreed with the Training Company. You understand and agree that You will indemnify Tyootr for any issues arising out of Your use of any Student data.

Identity and account security

Tyootr reserves the right to validate your information at any time, including but not limited to validation against third party databases. You are solely responsible for ensuring and maintaining the secrecy and security of your Tyootr account password. You agree not to disclose this password to anyone other than nominated person (individual or employee of a company) and shall be solely responsible under all circumstances for any use of or action taken through the use of such password on Tyootr. You must notify Tyootr Support Team immediately if you suspect your password is lost or stolen.

General Freelance Trainer Obligations

You will not access (or attempt to access) the Site by any means other than the interface provided, and you will not use information from the Site for any purpose other than the purpose for which it was made available.

You will not engage in any activity that interferes with or disrupts the functioning of the Site. You will not upload or attach an invalid or malicious or unknown file.

You will not insert any external links that may be malicious or unknown to you, or used for offering any goods or services other than Services.

You agree not to "scrape" or disaggregate data from the Site (whether by manual or automated means), for any commercial, marketing, or data compiling or enhancing purpose, or to copy, re-post or re-use data from the Site for any other service.

You agree not to use or provide software (except for general purpose web browsers and email clients, or software expressly licensed by us) or services that interact or interoperate with the Site, e.g. for downloading, uploading, posting, flagging, emailing, search, or mobile use.

You are responsible for the content you upload for your online course. You agree that the content you own the content or you are authorized or licensed or hold necessary permissions to reproduce them. You further authorize Tyootr to reproduce, distribute, publicly display, communicate to the public, promote, market and otherwise use and exploit any of the content you have uploaded to perform the services.

You are responsible for the content you upload. Your content should not infringe any intellectual property and or copyright of a third party. Tyootr will not pay or purchase licenses for any third party content uploaded by You. This will include and not limited to music recordings, video footage, images etc.,

You will not post, provide and engage in a conversation with students, students under the age of 18 and or under the age of 13 which are inappropriate, racist, sexist, incorrect, false, misleading or anything which is against the law.

If you are under age of 18, you agree and only use the services under the involvement, supervision or approval of the parent or a legal guardian.

Performance by Freelance Trainer

As a Freelance Trainer you can deliver training courses for training events organized by Training Companies (“Professional Training Companies accredited by Tyootr).

Freelance Trainers can apply for training events or opportunities posted by Training Companies in Tyootr platform. Alternatively, Training Companies can locate Freelance Trainers and contact them for their training requirements.

Freelance Trainers can list their average training fee per day in their profile or provide custom offers to the Training Companies.

Training Companies can hire Freelance Trainers for their event by successfully completing the payment quoted by the Freelance Trainer.

On successfully completing the training event, Freelance trainers can with withdraw their earnings after clearance from the Training Company.

Freelance Trainer ratings are calculated based on the reviews posted by Training Companies.

Training Event

Training Event is an organized event hosted by Training Company to deliver agreed services to their delegates/ students.

Training Event can be multiple formats such as traditional classroom, webinar, trainer led virtual program or by any other terms the Training Company identifies an event.

Refunds and Cancellation

If an order is cancelled before 7 working days from the event start date (for any reason), full money is refunded to the Training Company. However, any order cancelled within 7 working days from the event start date, only 50% of the order value will be refunded to the Training Company and 40% of the revenue will be available for the Freelance Trainer to withdraw.

Freelance Trainer Payments and taxes

Freelance Trainers are responsible for paying any direct or indirect taxes, including any GST, VAT or otherwise, which may apply to them depending on residency or location. Freelance Trainers represent and warrant that they comply, and will comply at all times, with their obligations under income tax provisions in their jurisdiction.

Freelance Trainers earning will be 85% of the total revenue paid by the training company towards the training event.

Freelance Trainers can withdraw their earnings through PayPal accounts or any other payment methods Tyootr acknowledges.

Freelance Trainer may quote the total price inclusive of travel, accommodation or any other associated expense in performing the services as agreed with the Training Company. Alternatively, the Training Company can arrange the logistics for the event. However, any costs associated in relation to event should be agrees by the Freelance Trainer and the Training Company prior to the event. Tyootr will not be responsible for any such costs or transactions.

Account preferences

You, as a Freelance Trainer may choose to delete your Instructor account. Tyootr will remit outstanding balances as agreed in the payment terms.

Changes to this Agreement

Tyootr reserves the right, in its sole discretion, to change the Terms under which Tyootr Website (www.Tyootr.com) is offered. The most current version of the Terms will supersede all previous versions. Tyootr encourages you to periodically review the Terms to stay informed of our updates.

Contact Us

Tyootr welcomes your questions or comments regarding the Terms:

Tyootr Inc
1000 N West St Suite 1200, Wilmington, DE 19801, USA.