BrainAhead PROGRAM INC. ONLINE LICENSE AGREEMENT

BRAIN 1ST PROGRAM INC. ONLINE LICENSE AGREEMENT

This Online License Agreement (the “Agreement”) is between Brain 1st Program Inc. (“Brain 1st”, “we”  or “us”) and the individual or organization (“you”) who we have agreed through your program account to  provide access and use to the BrainAhead Program Package for Educators, version 1 (“BrainAhead  program”) via your web browser. The following general terms and conditions govern your use of our  BrainAhead program including content and materials available through our online platform.

1. License and Restrictions on Use

1.1 Subject to the terms and conditions of this Agreement, Brain 1st grants you a non-exclusive, non transferable, limited license to access and use our BrainAhead program, version 1 and related materials,  including upgrades and fixes, through your web browser for the sole purpose of assisting teachers to teach  and or students to learn upon payment of the license fee set out in the registration process or posted on our  BrainAhead website under license fees from time to time. This license and license fee payable does not  include updates and new versions of the BrainAhead program or any add ons for which pricing will be  listed on our Website as applicable.

1.2 Subject to rights granted in 1.1 above, this Agreement is subject to the following limitations:

(a) The right to use the BrainAhead program for teaching and learning is only for those  individuals or individuals that are part of an organization(s) who have completed the  registration process and established a program account and have paid the annual license fee;  

(b) You may access and use BrainAhead program from your web browser only; (c) Subject to the express provisions of applicable copyright law or any specific terms on  BrainAhead program platform, you may make copies of materials for teaching and learning  purposes only;

(d) Except for 1.2(c), you are strictly prohibited from reverse engineering, decompiling,  disassembling, downloading, storing, reproducing, transmitting, displaying, printing, copying,  distributing or using materials retrieved from BrainAhead program; and

(e) Except as provided on our BrainAhead online platform, you may not print or download  materials without using the printing or download commands on our BrainAhead online  platform and all access and use of our BrainAhead program via other mechanical,  programmatic, robotic, scripted or any other automated means not provided as part of our  online platform is strictly prohibited.

1.3 All right, title, and interest (including all copyrights and other intellectual property rights) in the  BrainAhead program and materials (in both print and machine-readable forms) belong to us. By accessing  and using our BrainAhead program and materials, you acquire no ownership of copyright or other  intellectual property rights or proprietary interest in the BrainAhead program, materials, or copies thereof. 

1.4 Except as specifically provided herein, you may not use the BrainAhead program or materials  accessed from our online platform in any fashion that infringes our copyright or proprietary interests or of  any third parties. 

1.5 You may not remove or obscure the copyright notice or other notices contained in BrainAhead  program or materials retrieved from our online platform. 

1.6 Other provisions that govern your use of BrainAhead program and materials are set forth in  online descriptions of files, online notices following file selection, and individual documents retrieved from the BrainAhead program and online platform (collectively, the "Additional Terms"), all of which are  incorporated by reference into this Agreement. 

1.7 With the exception of the license granted herein, all other rights are reserved to Brain 1st. 2. Access to BrainAhead Program and Support

2.1 Only individuals who have completed the registration process under one of the three categories of  educators, schools or other on our website (“Website”), established a program account and paid the  applicable annual license fee are entitled to access to the BrainAhead program (“Authorized Users”).

2.2 As an Authorized User, you are responsible for maintaining the confidentiality of your username  and password for the purposes of accessing your program account.

2.3 You are responsible for ensuring that only Authorized User(s) access and use your program  account and are complying with the terms and conditions of this Agreement.

2.4 Brain 1st provides a number of means of free online support for Authorized Users including the  Support page on the Website with questions and answer and “Intercom" service on the BrainAhead program platform which provides real time answers within a commercially reasonable time.

3. Limited Warranty  

3.1 We represent and warrant that we have the authority and right to make our BrainAhead program  and materials available to you in accordance with the terms and conditions of this Agreement.

3.2 Other than the provisions of 3.1, our BrainAhead program is provided on an "as is" and "as  available" basis. Our BrainAhead program is not intended in any manner to be used or substituted for  medical, psychological or other professional advice, recommendations or treatment of brain symptoms and  or injuries or any and all related health conditions. BRAIN 1ST DISCLAIMS ANY AND ALL OTHER  REPRESENTATIONS AND WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING  WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR  PARTICULAR PURPOSES, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, DATA  ACCURACY AND SYSTEM INTEGRATION, INCLUDING LOSS OF DATA OR PROFIT ARISING  OUT OF THE USE OR INABILITY TO USE THE BRAINAHEAD PROGRAM. BRAIN 1ST DOES  NOT WARRANT THAT ANY DEFECTS IN BRAINAHEAD PROGRAM ACCESSED THROUGH  THE WEBSITE OR CONTENT OF THE WEBSITE WILL BE CORRECTED.

4. Limitation of Liability

4.1 Brain 1st shall not be liable for any loss, injury, claim, liability or damage of any kind arising  from errors or omissions from our BrainAhead program and materials; unavailability or interruption of  BrainAhead program and materials; or use or misuse of BrainAhead program and materials by Authorized  User whether you received assistance from Brain 1st directors, officers, employees, contractors or agents.  UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL  BRAIN 1ST BE LIABLE FOR ANY GENERAL, SPECIAL, EXEMPLARY, PUNITIVE, OR  CONSEQUENTIAL DAMAGES IN ANY MANNER ARISING FROM THE USE OF, OR INABILITY  TO USE, THE BRAINAHEAD PROGRAM. SOME PROVINCES DO NOT ALLOW FOR THE  LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE  LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. ALTHOUGH CERTAIN  PROVINCIAL, STATE OR FEDERAL LAWS MAY NOT ALLOW LIMITATIONS OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, BRAIN 1ST  RELIES ON SUCH DISCLAIMERS AND LIMITATIONS TO THE GREATEST EXTENT  ALLOWABLE BY LAW.

4.2 Any liability of Brain 1st for breach of condition or warranty implied under law which cannot be  lawfully modified or excluded by this Agreement shall, to the extent permitted by law, be limited at our  sole discretion to supplying our BrainAhead program and materials again.

4.3. Any liability of Brain 1st to you for loss or damage of any kind is reduced to the extent that you  caused or contributed to that loss or damage. 

4.4 SUBJECT TO CLAUSE 4.2, THE AGGREGATE LIABILITY OF BRAIN 1ST AND ITS  DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS IN CONNECTION WITH  ANY OTHER CLAIM ARISING OUT OF OR RELATING TO BRAINAHEAD PROGRAM AND  MATERIALS SHALL NOT EXCEED THE AMOUNT OF YOUR ACTUAL DIRECT DAMAGES.  YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL  OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY BRAIN 1ST AND ITS DIRECTORS,  OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS. 

6. Term and Renewal 

6.1 The term of this Agreement is for one year upon accepting this Agreement and paying the annual  license fee. The term automatically renews for an additional one (1) year term unless you provide written  notice to Brain 1st by sending an email to support@brainahead.net thirty (30) days prior to the end of the  then term and the annual license fee becomes due and payable upon commencement of the new term.  

6.2 Any additional licenses that may have been purchased during the course of the year and have  been pro-rated are subject to a non-negotiable one (1) year renewal term. 

7. Termination  

7.1 This Agreement terminates immediately without notice to you in the event that you fail to pay the  annual license fee, or you breach Article 1 and or 2.3 of the Agreement.  

7.2 You may terminate this Agreement at anytime with written notice by sending an email to  support@brainahead.net and upon receipt of written notice, Brain 1st will disable your program account as  soon as commercially reasonable. In the event of termination by you, the annual license fee paid by you is  non-refundable. Any fees owing from 6.2 remain owing to Brain 1st Inc.

8. General  

8.1 You are not entitled to assign any rights you have under this Agreement or Additional Terms  without our written consent.

8.2 This Agreement is governed by the laws of the Province of British Columbia and Canada as  applicable.

8.3 The provisions of Article 1.2, 1.3 and 4 and 5 and all rights thereto survive the termination of the Agreement.

8.4 If any provision of this Agreement is found to be invalid, illegal or unenforceable it will be  severable from this Agreement and the remaining provisions will not be affected thereby and will be valid,  legal and enforceable.

8.5 This Agreement, including the Additional Terms, may be changed from time to time as described  below or by written agreement. Charges and payment terms may be changed in accordance with the Brain  1st price schedule; all other provisions may be changed by Brain 1st immediately upon notice. Your access  to our BrainAhead program and materials may be terminated immediately upon notice to Brain 1st if any  change is unacceptable. Continued use of the BrainAhead program and materials following any change  constitutes acceptance of the change.

8.6 Except as otherwise provided herein, all notices and other communications to you hereunder shall  be in writing by email to you or displayed electronically on the BrainAhead program platform by Brain  1st thereof. Notices to you shall be deemed to have been properly given on the date delivered by email or  posted, if posted; on the date first made available, if displayed in the BrainAhead platform; or on the date  received, if delivered in any other manner. Notices to us should be sent by email to  support@brainahead.net. 

8.7 The failure of us to enforce any provision in this Agreement shall not constitute or be construed  as a waiver of such provision or of the right to enforce it at a later time. 

8.8 We will use personal information collected about Authorised Users for the purposes of (a)  providing access to and use of the BrainAhead program and materials to Authorised Users, (b) providing  customer support, billing and other similar activities related to the BrainAhead program and materials,  and (c) where we have consent, keeping Authorised Users informed about products, services, offers and upcoming events and to improve our services.  

January 17, 2022