Licensing Agreement | eCubed Training

End User License Agreement (February 25, 2021)

BEFORE YOU USE THE PLATFORMS, YOU MUST READ, ACKNOWLEDGE AND ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT BELOW. BY ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT YOU REPRESENT THAT YOU HAVE CAREFULLY READ AND EXPRESSLY ACCEPT ALL TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT OR IN ANY OTHER DOCUMENT REFERENCED HEREIN INCLUDING BUT NOT LIMITED TO THE APPLICABLE WHICH IS INCORPORATED HEREIN BY REFERENCE AND WILL BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHALL NOT BE ABLE TO ACCESS OR USE THE PLATFORM.

Notice to user. Please note that if the intent is to use TalentPRO learning management system, Fit In Test (FIT) or any other ECUBED solution within your corporate network infrastructure, containing strict IT policies, firewall or other enterprise security layers, you may need to obtain help from your IT manager to ensure these Platforms applications work as intended and safe within your infrastructure.

Terms of Use

If you or your company paid for a single-user license to ECUBED, then this means ONLY YOU ARE ELIGIBLE to take the services and ONLY FOR THE TIME LIMIT ALLOCATED. See Sections 2-4 below.

1. GRANT OF LICENSE: ECUBED grants you a nonexclusive and limited license to use the Platform products and functionalities for which you have paid the applicable fees solely for your internal business purposes and in accordance with the terms and conditions of this Agreement. The Platform is licensed, not sold, to you. This license does not apply to any other Platform program that may be provided with the Platform application.

1. FIT USE OF LICENSE: You agree to use the Platform by only one person per license purchased. You may use the Platform only for the number of licenses acquired by you. For example, if you are licensed to use a 1 (one) Personality Test, 1 (one) English Test, and 1 (one)Technical Test you may assign all 3 (three) tests to one participant or 1 (one) test to 3 (three) different participants. You acknowledge the fit report is designed to help inform decision-making around the suitability of candidates for a particular role. This information should only be used in conjunction with other sources of information, such as resume, interview and recommendations, and is not intended to be the sole hiring criteria. A decision about an individual’s suitability to take on a role is determined by several key factors. One factor relates to the capability and experience of the individual to successfully take on and manage the specific challenges of the role. In addition to the individual’s ability to take on the current role it is important to know whether or not the individual has the capacity to take on new challenges and has potential to further progress in their career. The ‘Overall Fit In Test’ rating on the leader board/dashboard page is derived by combining the scores on each of the three instruments used in this assessments (Personality, Language and Technical). The “Fit in Test” ratings shows the ‘Fit In Test’ rating based on that specific instrument. These ratings reflect the evidence collected by the tools during the assessment and comparing this evidence across specific role requirements that underpin successful performance of the role. This report is structured to provide the assessor’s evaluation and rating of the candidate across these different dimensions. A description of the ratings used in this report and what each means is set out below. This report is the professional interpretation of the characteristics and capabilities of the named individual. This information is considered valid for a maximum of two years from the date of the report.

1. TALENTPRO USE OF LICENSE: You agree to use the Platform service by only one person per license purchased. For example, if you are licensed to use a course in TalentPRO, which has a usage allocation of three (3) months, then the course will expire when you reach this date limit. THIS TIME ALLOCATION IS NOT CUMULATIVE. You can log into the course as many times as you like if the time in the curse is within the allocated calendar date limit. If you have any questions regarding any of these policies, you can contact us at [email protected]

1. ACCOUNTS: You need an account for all activities on our platform. Keep your password somewhere safe because you are responsible for all activity associated with your account. If you suspect someone else is using your account, let us know by contacting ECUBED at [email protected]. You must have reached the age of consent for online services in your country to use ECUBED Platform. When setting up and maintaining your account profile, you must provide and continue to provide accurate and complete information, including a valid email address. You have complete responsibility for your account and everything that happens on your account, including any harm or damage (to us or anyone else) caused by someone using your account without your permission. This means you need to be careful with your password. You may not transfer your account to someone else or use someone else’s account. If you contact us to request access to an account, we will not grant you such access unless you can provide us with the information that we need to prove you are the owner of that account. In the event of the death of a user, the account of that user will be closed. You may not share your account login credentials with anyone else. You are responsible for what happens with your account and ECUBED will not intervene in disputes between students or instructors who have shared account login credentials. You must notify us immediately upon learning that someone else may be using your account without your permission (or if you suspect any other breach of security) by contacting our ECUBED support team at [email protected]. We may request some information from you to confirm that you are indeed the owner of your account.

1. COPYRIGHT: The Platforms are copyrighted by ECUBED and/or its suppliers and is protected by United States copyright and patent laws and international treaty provisions. You will not remove copyright notices from the Platforms. Licensee agrees to prevent any unauthorized copying of the Platforms. You may not copy the Platform or reverse engineer the Platforms or its content.

1. OWNERSHIP: ECUBED and/or its suppliers retain all right, title and interest in and to the Platform and all copies at all times, regardless of the form or media in or on which the original or other copies may subsequently exist, hardware provided by ECUBED and any accompanying documentation. You neither own nor hereby acquire any claim or right of ownership to the Platform or to any related patents, copyrights, trademarks, trade secrets or other intellectual property. You agree to retain the Platform, the terms of this Agreement as well as any Platforms benchmark or similar tests (whether performed by you, ECUBED or any third party) in confidence and prevent them from unauthorized disclosure or use except with ECUBED’s prior written consent. ECUBED and/or its suppliers reserve all rights not expressly granted to you. ECUBED’s suppliers are in some cases the intended third-party beneficiaries of this License Agreement and have the express right to rely upon and directly enforce the terms set forth herein.

1. PUBLISHING: If you publish a course or a test in one of ECUBED platforms you are also agreeing to the Instructor Terms. We also provide details regarding our processing of personal data of in our Privacy Policy.

If you live in the United States or Canada, by agreeing to these Terms, you agree to resolve disputes with ECUBED through binding arbitration (with very limited exceptions, not in court), and you waive certain rights to participate in class actions, as detailed in the Dispute Resolution section.

1. ECUBED PLATFORMS ENROLLMENT AND ACCESS: When you enrolled to any of our platform your account will be governed by our privacy policy. Check our Privacy Policy to see what happens when you enrolled. You get a license from us to access our platforms and services and no other use. Do not try to transfer or resell the license to our platforms or course in any way. We grant you a limited time access license, except when we must disable the course because of legal or policy reasons. As a student, when you enroll in a course, whether it’s a free or paid course, you are getting a license from ECUBED to view the course via the TalentPRO platform and Services, and ECUBED is the licensor of record. Courses are licensed, and not sold, to you. This license does not give you any right to resell the course in any manner (including by sharing account information with a purchaser or illegally downloading the course and sharing it on torrent sites). In legal, more complete terms, ECUBED grants you (as a participant or organization) a limited, non-exclusive, non-transferable license to access and view the courses and associated content for which you have paid all required fees, solely for your personal, non-commercial, educational purposes through the Services, in accordance with these Terms and any conditions or restrictions associated with a particular course or feature of our Services. All other uses are expressly prohibited. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, sublicense, or otherwise transfer or use any course unless we give you explicit permission to do so in a written agreement signed by a ECUBED authorized representative. This also applies to content you can access via any of our APIs. We generally give a time limit access license to our clients when they enroll in a course. However, we reserve the right to revoke any license to access and use courses at any point in time in the event where we decide or are obligated to disable access to a course due to legal or policy reasons, for example, if the course you enrolled in is the object of a copyright complaint, or if we determine its content violates our Behavior Rules. The time limit access is not applicable to add-on features and services associated with a course. For example, translation captions of courses may be disabled at any time, and eCubed may decide at any time to no longer provide teaching assistance or Q&A services in association with a course. To be clear, the access is to the course content but not to the instructor. Instructors may not grant licenses to students directly, and any such direct license shall be null and void and a violation of these Terms.

1. TERM: The terms of the platforms (not to include training content or tests) license agreement is for Twelve (12) months from the date of first use of the Platform.

1. TERMINATION: This Agreement is effective until terminated. Either party may terminate this Agreement at any time for any reason by providing the other party advance written notice of such termination, provided that if you terminate, you have complied with the return and/or destruction policy set forth below. This Agreement may be immediately terminated by ECUBED if: (i) you fail to pay the license fees and other charges set forth at the time of your order; or (ii) you fail to comply with any of the terms and conditions set forth in this Agreement. Termination shall not relieve you from your obligation to pay fees that remain unpaid and shall not limit ECUBED from pursuing other available remedies. Upon termination by ECUBED of this Agreement, ECUBED will have no obligation to refund to you any fees paid by you and you agree to waive in perpetuity and unconditionally any and all claims for refunds. Upon any termination of this Agreement, you agree to: (i) immediately cease all use of the Platform, including the use and distribution of any custom applications incorporating the Platform; and (ii) at ECUBED’s sole discretion, either return the Platform to ECUBED or destroy same, and certify to ECUBED, in writing, that all copies and partial copies thereof have been returned or destroyed and are no longer being used. Sections 5, 6, 7,10, 11, 13, 14, 17, 21, 22, and 23 shall survive termination of this Agreement.

1. AUDIT: During the term of this Agreement and for two (2) years after termination or expiration, ECUBED may audit, upon reasonable notice to you and at ECUBED’s own expense, your books and records to determine your compliance with this Agreement. In the event any such audit reveals that you have knowingly breached any material obligation hereunder, then, in addition to any other remedies determined by ECUBED, you shall also pay or reimburse to ECUBED the cost of the audit.

1. BEHAVIOUR RULES: You can only use ECUBED platforms and services for lawful purposes. You are responsible for all the content that you post on our platform. You should keep the reviews, questions, posts, courses, test and any other content you upload in line with the law and respect the intellectual property rights of others. We can ban your account for repeated or major offenses. If you think someone is infringing your copyright on our platform, let us know. You may not access or use the Services or create an account for unlawful purposes. Your use of the Services and behavior on our platform must comply with applicable local or national laws or regulations of your country. You are solely responsible for the knowledge of and compliance with such laws and regulations that are applicable to you. You may not access our Services if you are from a territory where U.S. businesses are prohibited from engaging in business (such as Cuba, Iran, North Korea, Sudan, or Syria) or if you have been designated a Specially Designated National, Denied Person, or Denied Entity by the U.S. government. Further, you agree not to upload any content or technology (including information on encryption) whose export is specially controlled under the Export Administration Regulations or other applicable regulations. If you are an instructor, you can submit courses for publication on the platform and you can also communicate with the participants who have enrolled in your courses. In both cases, you must abide by the law and respect the rights of others: you cannot post any course, question, answer, review, or other content that violates applicable local or national laws or regulations of your country. You are solely responsible for any courses, content, and actions you post or take via the platform and Services and their consequences. Make sure you understand all the TERMS set forth in the Instructor Terms before you submit any course for publication on our platforms. If we are put on notice that your content violates the law or the rights of others (for example, if it is established that it violates intellectual property or image rights of others, or is about an illegal activity), if we discover that your content or behavior violates our BEHAVIOUR RULES, or if we believe your content or behavior is unlawful, inappropriate, or objectionable (for example if you impersonate someone else), we may remove your content from our platform. ECUBED complies with copyright laws. ECUBED has discretion in enforcing these Terms and our BEHAVIOUR RULES. We may terminate or suspend your permission to use our platform and Services or ban your account at any time, with or without notice, for any or no reason, including for any violation of these Terms, if you fail to pay any fees when due, upon the request of law enforcement or government agencies, for extended periods of inactivity, for unexpected technical issues or problems, or if we suspect that you engage in fraudulent or illegal activities, or for any other reason in our sole discretion. Upon any such termination we may delete your account and content, and we may prevent you from further access to the platforms and use of our Services. Your content may still be available on the platforms even if your account is terminated or suspended. You agree that we will have no liability to you or any third party for termination of your account, removal of your content, or blocking of your access to our platforms and services. If one of our instructors has published a course that infringes your copyright or trademark rights, please let us know. Our Instructor Termsrequire our instructors to follow the law and respect the intellectual property rights of others.

1. LIMITED WARRANTY AND REMEDY: ECUBED does not warrant that the Platform will operate uninterrupted or error free. Delivery of additional updates of, or revisions or upgrades to, the Platform, including releases provided under Support Services, shall not restart or otherwise affect the warranty period. Your exclusive remedy for breach of the above-stated limited warranty shall be that ECUBED will use its commercially reasonable efforts to correct the Platform or, at its sole option, replace the Platform with product(s) which conform to the above-stated limited warranty. Such remedy shall be provided to you by ECUBED only if you give ECUBED written notice of any breach of the above-stated limited warranty, within thirty (30) days of accessing of the Platform. ECUBED AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY (I) OF MERCHANTABILITY, (II) OF FITNESS FOR A PARTICULAR PURPOSE, (III) OF NONINFRINGEMENT OF THIRD PARTY RIGHTS, OR (IV) AGAINST HIDDEN DEFECTS. YOU ACKNOWLEDGE THAT IN ENTERING INTO THIS AGREEMENT, YOU HAVE RELIED UPON YOUR OWN EXPERIENCE, SKILL AND JUDGEMENT TO EVALUATE THE PLATFORM AND THAT YOU HAVE SATISFIED YOURSELF AS TO THE SUITABILITY OF THE PLATFORM TO MEET YOUR REQUIREMENTS.

1. LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ECUBED OR ITS DISTRIBUTORS, SUPPLIERS OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS OR REVENUES, LOSS OR INACCURACY OF ANY DATA, OR COST OF SUBSTITUTE GOODS, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE) AND EVEN IF ECUBED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ECUBED AND ITS SUPPLIERS’ AGGREGATE LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED TO THE PLATFORM LICENSE FEES PAID BY YOU FOR THE PLATFORM OR THE FEES PAID BY YOU FOR THE SERVICE DIRECTLY CAUSING THE DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING ALLOCATION OF RISK IS REFLECTED IN THE FEES CHARGED UNDER THIS LICENSE AGREEMENT. SOME STATES/JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CERTAIN CIRCUMSTANCES INCLUDED IN THIS SECTION, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU ONLY IN SUCH CIRCUMSTANCES. ECUBED has no liability whatsoever for any damages of any kind to your computers or equipment, nor for any disruptions, delays, mis-deliveries in service or other adverse effects of any nature upon you or your business, that arise directly or indirectly, or in whole or in part, from your use of the Platforms. You hereby release ECUBED (including its parent, affiliated and subsidiary companies, and the officers, directors, managers, members, employees, sub-contractors and agents thereof) from any and all claims, demands and damages of any type or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with your use of the Platform. The Platforms are provided by ECUBED to you on an “AS IS” basis, and ECUBED assumes no responsibility, nor makes any warranties, regarding the completeness, accuracy, soundness, functionality or compatibility of the Platform.

1. FEEDBACK AND CONTENT SUBMISSION: It is expressly understood, acknowledged and agreed that you shall, regardless of whether or not formally requested to do, provide to ECUBED reasonable suggestions, comments and feedback regarding the Platform, including but not limited to usability, bug reports and test results, with respect to Platform testing (collectively, “Feedback”). If you provide such Feedback to ECUBED, you shall grant ECUBED the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid-up rights: i. to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any ECUBED product, technology, service, specification or other documentation (individually and collectively, “ECUBED Products”); ii. to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any ECUBED Product; iii. solely with respect to Licensee’s copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; iv. to sub-license to third parties any claims of any patents owned or licensable by licensee that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the feedback or portion thereof incorporated into a ECUBED Product, technology or service. Further, you warrant that your Feedback is not subject to any license terms that would purport to require ECUBED to comply with any additional obligations with respect to any ECUBED Products that incorporate any Feedback.

1. TECHNCIAL SUPPORT SERVICES: If you purchased Support Services, ECUBED will provide to your product support services for the Platform in accordance with ECUBED then current Support Services terms and conditions. If you purchase Support Services for the Platforms, you must purchase Support Services for all authorized license of said Platform in your possession. ECUBED handles your personal information in accordance with its privacy policy, which is amended from time to time and is available at www https://fit.3-ec.com/privacy-policy .Personal information hosted by the Platform includes but is not limited to: (i) information delivered to ECUBED by or on behalf of the end user at the time of purchase; (ii) information input by the end user into the ‘Profile’ section of the Platform; (iii) training records or documents uploaded to the product Platforms; and (iv) Content registration and progress data. It is the responsibility of the end user to hold, keep safe and to protect their personal information. The end user is entirely and without exception responsible for any loss or theft of data, and you hereby release and hold harmless ECUBED from any and all claims, demands, and damages of any type or nature arising out of or in any way connected with ECUBED collection and use of your personal information.

1. GENERAL: If any provision of this Agreement is ruled invalid, such invalidity shall not affect the validity of the remaining portions of this Agreement. This Agreement constitutes the entire agreement between you and ECUBED, and supersedes any prior agreement, whether written or oral, relating to the subject matter of this Agreement. This Agreement may not be modified except by an instrument in writing duly signed by an authorized representative of each of the parties. If you are acquiring the Platform on behalf of an entity, you represent and warrant that you have the legal capacity to bind such entity to this Agreement. All terms of any purchase order or other ordering document submitted by you shall be superseded by this Agreement. In the event you and ECUBED have executed a mutually agreed upon a separately executed Master Platform license agreement (“MPLA”) or a Master Service License Agreement (“MSLA”) (collectively, “Base Agreement”) and acquired the Platform pursuant to such Base Agreement respectively, the terms of the Base Agreement may govern your use of the Platform and the terms of this EULA shall be superseded by those of the Base Agreement. The product name for the Platforms are trademark or registered trademark of ECUBED. Should you have questions concerning this Agreement, please contact ECUBED at: Educational Execution & Evaluation LLC 2726 Bissonnet Street, Suite 240-524 Houston, TX. 77005

1. U.S. GOVERNMENT RESTRICTED RIGHTS: The Platforms are provided with restricted rights. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c)(f)(ii) of the Rights in Technical Data and Computer Platform clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Platform-Restricted Rights at 48 C.F.R. S:52.227-19, as applicable.

1. ORDER TERMS: Purchase orders conforming to ECUBED purchase order requirements may be accepted from qualified companies. All pre-printed terms of any purchase order not approved in writing by ECUBED shall have no effect. Payment terms are as set forth on the applicable invoice, Ex-Works Houston, Texas. ECUBED specifically disclaims price guarantees of any kind. You are responsible for payment of all applicable sales, use, consumption, VAT, GST, and other taxes and all applicable export and import fees, custom duties, and similar charges, excluding taxes based on ECUBED net income.

1. GOVERNING LAW: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, USA, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state courts situated within the Southern District of Texas. To the maximum extent permitted by law, you hereby consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of such courts.

1. CONFIDENTIALITY: You agree that, unless otherwise specifically provided herein or agreed by ECUBED in writing, the Platform (including but not limited to its design, organization, data, structure of individual programs, processes, user interfaces, logins, passwords, performance specifications, code, content, subject-matter and related documentation) as well as the terms of this Agreement provided to you by ECUBED constitute confidential proprietary information of ECUBED. You agree not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of ECUBED. You agree to implement reasonable security measures to protect such confidential information, but without limitation to the foregoing, shall use best efforts to maintain the security of the Platform provided to you by ECUBED. You will use your best efforts to cooperate with and assist ECUBED in identifying and preventing any unauthorized use, copying, or disclosure of the Platforms, or any portion thereof. This Agreement is publicly available at www.ecubedtraining.com Please indicate below whether you accept, or do not accept, the terms and conditions of this user license agreement.

1. NO CLASS ACTIONS: We both agree that we can each only bring claims against the other on an individual basis. This means: (a) neither of us can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action; (b) an arbitrator can’t combine multiple people’s claims into a single case (or preside over any consolidated, class, or representative action); and (c) an arbitrator’s decision or award in one person’s case can only impact that user, not other users, and can’t be used to decide other users’ disputes. If a court decides that this “No class actions” clause isn’t enforceable or valid, then this “Dispute Resolution” section will be null and void, but the rest of the Terms will still apply.

1. DESPUTE RESOLUTION: Any controversy or claim arising out of or relating to this Agreement, or breach of this Agreement is to be settled by arbitration in Houston, Texas in accordance with the Commercial Arbitration Rules of JAMS, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Each party will pay the fees of the arbitrator he or it selects and his or its own attorneys, and the expenses of his or its witnesses and all other expenses connected with presenting his or its case. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, administrative fees, the fee of the arbitrator, and all other fees and costs, will be borne equally by the parties. If judicial proceedings are instituted by either party, the parties agree that such proceedings will be stayed or delayed pending the outcome of any arbitration proceeding under this Agreement.

1. UPDATING THESE TERMS: From time to time, we may update these Terms to clarify our practices or to reflect new or different practices (such as when we add new features), and ECUBED reserves the right in its sole discretion to modify and/or make changes to these Terms at any time. If we make any material change, we will notify you using prominent means, such as by email notice sent to the email address specified in your account or by posting a notice through our Services. Modifications will become effective on the day they are posted unless stated otherwise.

1. Your continued use of our Services after changes become effective shall mean that you accept those changes. Any revised Terms shall supersede all previous Terms.

HOW TO CONTACT US: The best way to get in touch with us is to contact our contact us at ecubedtraining.com. We would love to hear your questions, concerns, and feedback about our Services. Thanks for your business!