COURSEWARE LICENSING AGREEMENT Please read this license agreement carefully before using these training materials. By proceeding to use the materials provided by Global Courseware Inc. (the “Supplier”) you agree to be bound by the terms and conditions of this license agreement (the “Agreement”). If any of the terms of this agreement are violated, the license shall be revoked. 1. LICENSE: Subject to the terms and conditions of this Agreement, the Supplier grants to you a revocable, non-exclusive license to use the training materials, which includes any and all electronic documents downloaded by you, software delivered to you by the Supplier, and any associated updates provided by the Supplier, including any Derivative Works (as defined herein) (collectively the “Licensed Materials”). 2. OWNERSHIP: You acknowledge that all right, title and interest in the Licensed Materials is the property of the Supplier and that the only rights which you obtain to the Licensed Materials is the right of use in accordance with the terms of this Agreement. 3. USAGE: The license granted in this Agreement is restricted to use for training purposes only. 4. ACCESS: You shall not permit the Licensed Materials to be accessible online without restricting access with a username and password. Placing the materials on marketplace, open source, shared content or any third party websites is strictly prohibited. 5. DERIVATIVE WORKS: Under this Agreement, you may customize the Licensed Materials, including localization and translation for training purposes (“Derivative Works”). This also includes the use of instructor-led virtual training/webinars. 6. RESALE: This Agreement specifically prohibits the distributing, reselling or otherwise transferring, of any of the Licensed Materials, in part or whole. Notwithstanding this clause, the trainer may charge a fee to recover the cost of printing when providing in-person training services. 7. TERM: The term of the license granted under this Agreement shall commence upon use by you of the Licensed Materials and shall continue indefinitely unless terminated by Supplier should you fail to comply with any terms and conditions of this Agreement. You shall instruct those using the Licensed Materials that the making of unauthorized copies of any component of the Licensed Materials is a violation of intellectual property law and this Agreement. 8. LIABILITY: Supplier and its directors, employees, successors or other agents shall not be held liable for any direct or indirect loss or damage resulting from your use and/or unauthorized distribution/resale/transfer of the Licensed Materials. You agree to indemnify, defend, and hold harmless Supplier from and against any and all liability of any kind or nature whatsoever to you or any third parties which may arise out of your use or unauthorized distribution/resale/transfer of the Licensed Materials. 9. CONTROVERSY: This Agreement shall be governed by and interpreted in accordance with the laws of the province of Nova Scotia, Canada. If any conditions or terms conflict with those in this Agreement, then the terms in this Agreement shall prevail. 10. ELEARNING/VIDEO CONTENT: "ELEARNING / VIDEO CONTENT" means any image, video, audio, visual representation generated electronically, digitally or by any other means, digital files, or any copies thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by the Supplier under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole. Licensee may not: A) make the Licensed Material available (separate from the Licensee Work) in any medium accessible by persons other than authorized Users; or B) make the Licensed Material available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Licensed Material as a standalone file. Licensee may store the Licensed Material in a digital library, network configuration or similar arrangement to allow the Licensed Material to be viewed by employees, partners and clients of Licensee. 11. SOCIAL FORUMS, THIRD PARTY WEBSITES: If the Licensed Material is Reproduced or Accessible on a social media platform or other third party website (“many-to-many”) A) The rights granted herein shall automatically be revoked in the event that the platform or website seeks to exploit purported rights to the Licensed Material contrary to the terms of this Agreement B) In such event, upon the Suppliers’ request, Licensee shall remove any Licensed Material from such platform or website.