The following are the terms and conditions (this "Affiliate Agreement" or the "Affiliate Terms") for affiliates that direct potential customers to any Lernsys® web site (the "Site") and where Lernsys® has agreed to pay that affiliate ("you") for directing those potential customers to the Site.

1. Acceptance

By submitting your application for being an affiliate of the Site, you agree to be bound by the Terms as stated herein without modification. The Lernsys Online System Service ("Lernsys Online System" or the "Solution"), owned and operated by Lernsys Inc. (Lernsys or "Company"), is provided to you ("you" or "Affiliate") under the terms and conditions of this Affiliate Agreement, the Lernsys Privacy Policy, the Lernsys Solution Privacy Policy, the Lernsys Site Guidelines, and any amendments thereto and any operating rules or policies (collectively, the "TOS" or "Agreement"). Lernsys reserves the right, in its sole discretion, to change, modify, add or remove all or part of the TOS at any time. Merchant will receive notice of such changes and/or modifications pursuant to Section 24 regarding notices.

1.1 By accepting the terms and conditions of the Affiliate Agreement, Affiliate (a) represents and warrants that he or she is 18 years old or older; (b) agrees to provide true, accurate, current and complete information about Merchant as prompted by the Account Registration Form; and (c) agrees to maintain and update this information to keep it true, accurate, current and complete. If any information provided by Merchant is untrue, inaccurate, not current or incomplete, Lernsys has the right to terminate Affiliate's account and refuse any and all current or future use of the Service.

1.2 By completing the account registration process and clicking the "I Agree with Terms and Conditions" or "Register" button, you agree to be bound by the and TOS.

2. Nature of the Relationship

The nature of the relationship between Lernsys® and you will be that of independent contractors for all purposes and in no event will any person employed by you be held or construed to be employees of Lernsys®. Specifically, Lernsys® is not a member of any partnership, joint venture or franchise arrangement with you.

3. Ownership and use of Lernsys® Materials

"Lernsys® Materials" include any legal materials, documents, contracts, software, products, web links, promotional material, email, information, partial Lernsys® Material or any other materials provided by Lernsys®, the Site or any Lernsys® service in any way. Lernsys® retains complete ownership and all rights to the Lernsys® Materials. You do not have the right to use or change any of the Lernsys® Materials without prior written consent of Lernsys®. You do not have the right to use any Lernsys® Materials for third party or competitive use. All use of Lernsys® Materials, with or without prior written consent, will cease after termination of this agreement.

4. Term

This Agreement will be for an indefinite term and can be terminated immediately without cause by either Lernsys® or you providing notice to the other party. Upon termination, you will stop using Lernsys® Materials and you will discontinue any use of the Lernsys® trademark.

5. Your Compensation

Lernsys® agrees to pay you a commission of fifteen percent (15%) of all sales (excluding transaction processing fees paid to external service providers, commission fees paid to external suppliers, content providers, and teachers, and some subscription renewals) generated from the traffic of your site or code. This traffic will be given a tracking cookie provided the person has not previously visited our site or has an existing tracking cookie from another affiliate. You will get credit for such sales during the life of the tracking cookie. In lieu of a commission (or in lieu of part of it), you can provide a percent discount off applicable Lernsys® products (discounts are not applicable to fees paid to external service providers, fees paid to external suppliers, and some subscription renewals) for visitors from your site. The total of the commission and discount will not be more than fifteen percent. Sales commissions are not applicable to bundle promotions. Payments are calculated on the first business day of the month and payment will be sent within five business days when commissions payable total $50 or more provided that a 180 day period has elapsed since the commissionable purchase was made. You will have access to sales and commission reports available through the Lernsys® Affiliate Program. We will not provide any compensation for any referrals or traffic where the provision of any compensation for a referral is prohibited by law.

6. Lead Development

Affiliate acknowledges and agrees that it shall be solely responsible for and shall bear all costs associated with Affiliate’s development of any Leads for referral to Lernsys Inc.

6b. Affiliate acknowledges and agrees that no commission will be paid to Affiliate by Lernsys Inc. for the referral leading to a sale for a lead or customer:

(i) That was an existing customer of Lernsys Inc. at the time of the referral, or

(ii) With whom Lernsys Inc. was already involved in preliminary or advanced discussions relating toward the sale of Lernsys Inc.’s services or products prior to customer's registration.

7. Confidentiality

You may be given or obtain access to non-public information of Lernsys® that Lernsys® considers to be of a confidential, proprietary, or trade secret nature, including, but not limited to, customer information, pricing, financial and operational information, business information and marketing information, in whatever form or media, whether or not marked as confidential (collectively "Confidential Information"). You agree not to use any Confidential Information disclosed to you by Lernsys® for your own use or for any purpose other than to carry out your obligations under this Agreement. You will not disclose any Confidential Information to third-parties or to your employees or agents, other than employees and agents who are required to have the information in order to carry out your obligations under this Agreement. You agree to notify Lernsys® immediately and in writing of any misuse or misappropriation of Lernsys®'s Confidential Information, which may come to your attention and to return Lernsys®'s Confidential Information upon the request of Lernsys®. Confidential Information shall not apply to: (a) information that is or becomes a matter of public knowledge through no fault of or action by you, (b) information that prior to disclosure was rightfully in your possession as a result of disclosure by a third-party under no obligation or restriction of confidentiality, (c) information that, subsequent to disclosure, is rightfully obtained by you from a third-party under no obligation or restriction of confidentiality, and (d) information that is independently developed by you without use, knowledge or access to the Confidential Information of Lernsys®.

8. Indemnification

You agree to indemnify and hold Lernsys®, its directors, officers, shareholders, successor and predecessor companies, attorneys, agents and employees harmless from any claim, demand, or damage, including reasonable attorneys' fees and costs, asserted by any third party due to or arising out of the your actions (including but not limited to advertising, web site content or how you otherwise direct potential customers to our site).

9. Limitations of damages

Lernsys® will not be liable to you for any exemplary, punitive, special or consequential damages, including lost revenues, lost profits or lost prospective economic advantage arising from any act or omission in performance or failure to perform under this Agreement, even if Lernsys® is at fault and/or knew or should have known of the possibility thereof, and you hereby release and waive any claims against Lernsys® regarding such damages.

10. Trademarks and other Intellectual Property

You acknowledge that all rights in any registered trademarks or any pending trademark registrations associated with the business of Lernsys® (i.e., trademarks, service marks, slogans, logos, designs and other similar means of distinction), including all goodwill pertaining thereto, shall be the sole property of Lernsys®. You may use and display such trademarks only in the manner and for the purpose authorized by Lernsys®, and only during the Term of this Agreement. Lernsys® reserves the right to add to, change or discontinue the use of any trademark it owns, on a selective or general basis, at any time. You shall not use any trademark or trade name of Lernsys® in any corporate, partnership or business name without Lernsys®'s prior written consent. Sequiter Inc. is the owner of the Lernsys® trade name, brand and trademark.

11. Teacher Account

If you choose to apply for a Teacher Account (Merchant Account) to create and offer academic courses, or request that your Affiliate Account be changed to a Teacher Account, or choose to retain both an Affiliate Account and a Teacher Account, you agree to be bound by the Terms and Conditions applicable to each account type. The Terms and Conditions for the Teacher Account can be viewed at: https://www.lernsys.com/customer/termsandconditions

12. Media

No press releases mentioning your affiliate program participation may be made without prior written consent of Lernsys® to a release being made. You will provide a copy of any press releases to Lernsys®.

13. Conduct

You agree to conduct yourself with due regard to public conventions and morals and agree that you will not do or commit any act or thing that will tend to degrade Lernsys® or bring it into public hatred, contempt, scorn or ridicule or that will tend to shock, insult or offend the community or ridicule public morals or decency. Further, you will not market Lernsys®'s Site or products using illegal, unethical, or misleading methods, or through inaccurate content.

14. Modification to TermsLernsys® reserves the right to change these terms at any time and to notify you by updating and posting these terms on its Site. Lernsys® is not bound by any other modifications to these terms and conditions unless signed in writing by an authorized Lernsys® officer.

15. Entire Agreement

This Agreement, the Site Terms and Conditions and the Site Legal Disclaimer, as amended from time to time, and located at https://www.Lernsys.com/terms.php and http://www.Lernsys.com/disclaimer.php, respectively, constitute part of this Agreement.

16. Assignment

This Agreement cannot be assigned.

17. Waivers

No failure or delay, on the part of Lernsys®, in exercising any right or power under these Terms will operate as a waiver of such right or power.

18. Severability

If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

19. End User

The end user of Lernsys®'s Material will be subject to the Site's terms and conditions and disclaimers.

20. Binding Effect

This Agreement will pass to the benefit of and be binding upon the respective heirs, executors, administrators, successors of Lernsys® and you.

21. Headings

The headings, captions, titles, and numbering system are inserted only as a matter of convenience and may under no circumstances be considered in interpreting the provisions of this Agreement.

22. Binding Arbitration Provision and Class Action Waiver

Important Note Regarding this Arbitration provision:

• Arbitration does not limit or affect the legal claims you may bring against the Company. Agreeing to arbitration only affects where any such claims may be brought and how they will be resolved.
• Arbitration is a process of private dispute resolution that does not involve the civil courts, a civil judge, or a jury. Instead, the parties’ dispute is decided by a private arbitrator selected by the parties using the process set forth herein. Other arbitration rules and procedures are also set forth herein.
• Unless the law requires otherwise, as determined by the Arbitrator based upon the circumstances presented, you will be required to split the cost of any arbitration with the Company.
• IMPORTANT: This arbitration provision will require you to resolve any claim that you may have against the Company or Lernsys on an individual basis pursuant to the terms of the Agreement unless you choose to opt out of the arbitration provision. This provision will preclude you from bringing any class, collective, or representative action against the Company or Lernsys. It also precludes you from participating in or recovering relief under any current or future class, collective, or representative action brought against the Company or Lernsys by someone else.

WHETHER TO AGREE TO ARBITRATION IS AN IMPORTANT BUSINESS DECISION. IT IS YOUR DECISION TO MAKE, AND YOU SHOULD NOT RELY SOLELY UPON THE INFORMATION PROVIDED IN THIS AGREEMENT AS IT IS NOT INTENDED TO CONTAIN A COMPLETE EXPLANATION OF THE CONSEQUENCES OF ABRITRATION. YOU SHOULD TAKE REASONABLE STEPS TO CONDUCT FURTHER RESEARCH AND TO CONSULT WITH OTHERS — INCLUDING BUT NOT LIMITED TO AN ATTORNEY — REGARDING THE CONSEQUENCES OF YOUR DECISION, JUST AS YOU WOULD WHEN MAKING ANY OTHER IMPORTANT BUSINESS OR LIFE DECISION.

1. How This Arbitration Provision Applies.

This Arbitration Provision is governed by the Federal Arbitration Act, 9 U.S.C.§ 1 et seq. (the“FAA”) and evidences a transaction involving commerce. This Arbitration Provision applies to any dispute arising out of or related to this Agreement or termination of the Agreement and survives after the Agreement terminates. Nothing contained in this Arbitration Provision shall be construed to prevent or excuse you from utilizing any procedure for resolution of complaints established in this Agreement (if any), and this Arbitration Provision is not intended to be a substitute for the utilization of such procedures. Except as it otherwise provides, this Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. This Arbitration Provision requires all such disputes to be resolved only by an Arbitrator through final and binding arbitration on an individual basis only and not by way of court or jury trial, or by way of class, collective, or representative action. Such disputes include without limitation disputes arising out of or relating to interpretation or application of this Arbitration Provision, including the enforceability, revocability or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an Arbitrator and not by a court or judge. Except as it otherwise provides, this Arbitration Provision also applies, without limitation, to disputes arising out of or related to this Agreement and disputes arising out of or related to your relationship with the Company, including termination of the relationship. This Arbitration Provision also applies, without limitation, to disputes regarding any city, county, state/province or federal wage--‐hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, termination, harassment and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), Genetic Information Non--‐Discrimination Act, and state statutes, if any, addressing the same or similar subject matters, and all other similar federal and state or provincial statutory and common law claims. This Agreement is intended to require arbitration of every claim or dispute that lawfully can be arbitrated, except for those claims and disputes which by the terms of this Agreement are expressly excluded from the Arbitration Provision. The parties expressly agree that Lernsys is an intended third--‐party beneficiary of this Arbitration Provision.

1. Limitations On How This Agreement Applies.

The disputes and claims set forth below shall not be subject to arbitration and the requirement to arbitrate set forth in this Arbitration Provision shall not apply: Claims for workers compensation, state disability insurance and unemployment insurance benefits; Regardless of any other terms of this Arbitration Provision, claims may be brought before and remedies awarded by an administrative agency if applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate. Such administrative claims include without limitation claims or charges brought before the Equal Employment Opportunity Commission (www.eeoc.gov), the U.S. Department of Labor (www.dol.gov), the National Labor Relations Board (www.nlrb.gov), or the Office of Federal Contract Compliance Programs (www.dol.gov/esa/ofccp). Nothing in this Arbitration Provision shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a claim in arbitration; Disputes that may not be subject to predispute arbitration agreement as provided by the Dodd--‐Frank Wall Street Reform and Consumer Protection Act (Public Law 111--‐203) are excluded from the coverage of this Arbitration Provision; Disputes regarding your, the Company’s, or Lernsys’s intellectual property rights; This Arbitration Provision shall not be construed to require the arbitration of any claims against a contractor that may not be the subject of a mandatory arbitration agreement as provided by section 8116 of the Department of Defense ("DoD") Appropriations Act for Fiscal Year 2010 (Pub. L. 111-­‐118), section 8102 of the Department of Defense ("DoD") Appropriations Act for Fiscal Year 2011 (Pub. L. 112-­‐10, Division A), and their implementing regulations, or any successor DoD appropriations act addressing the arbitrability of claims. This Binding Arbitration Agreement and Class Action Waiver applies to any Dispute arising from or related to a Solution or this Agreement and involving you and Lernsys Inc. and/or its Affiliates. “Dispute”, for purposes of this provision, means any dispute, action, or other controversy regardless of the particular cause of action(s) asserted (i.e., it encompasses, among any other potential cause of action or legal basis, claims for breach of contract, fraud, and violation of statute or regulation). The foregoing definition of “Dispute” will be given the broadest possible meaning allowable under law.

iii.                  Selecting The Arbitrator and Location of the Arbitration.

The Arbitrator shall be selected by mutual agreement of the Company and you. Unless you and the Company mutually agree otherwise, the Arbitrator shall be an attorney licensed to practice in the location where the arbitration proceeding will be conducted or a retired federal or state judicial officer who presided in the jurisdiction where the arbitration will be conducted. If the Parties cannot agree on an Arbitrator, then an arbitrator will be selected using the alternate strike method from a list of five (5) neutral arbitrators provided by JAMS (Judicial Arbitration & Mediation Services). You will have the option of making the first strike. If a JAMS arbitrator is used, then the JAMS Streamlined Arbitration Rules & Procedures rules will apply. Those rules are available here:

http://www.jamsadr.com/rules-­‐streamlined-­‐arbitration/

The location of the arbitration proceeding shall be no more than 35 miles from the place where Lernsys is headquartered unless each party to the arbitration agrees in writing otherwise.

iv.                  Starting The Arbitration.

All claims in arbitration are subject to the same statutes of limitation that would apply in court. The party bringing the claim must demand arbitration in writing and deliver the written demand by hand or registered mail with signature confirmation to the other party within the applicable statute of limitations period. The demand for arbitration shall include identification of the Parties, a statement of the legal and factual basis of the claim(s), and a specification of the remedy sought. Any demand for arbitration made to the Company or Lernsys shall be provided to Lernsys Inc, 300 Hagey Blvd, Waterloo, On, Canada. The arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration. A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such provisional relief.

v. How Arbitration Proceedings Are Conducted.

In arbitration, the Parties will have the right to conduct adequate civil discovery, bring dispositive motions, and present witnesses and evidence as needed to present their cases and defenses, and any disputes in this regard shall be resolved by the Arbitrator.

You and the Company agree to resolve any dispute in arbitration on an individual basis only, and not on a class, collective, or private attorney general representative action basis. The Arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis. If at any point this provision is determined to be unenforceable, the parties agree that this provision shall not be severable, unless it is determined that the Arbitration may still proceed on an individual basis only.  

While the Company will not take any retaliatory action in response to any exercise of rights you may have under Section 7 of the National Labor Relations Act, if any, the Company shall not be precluded from moving to enforce its rights under the FAA to compel arbitration on the terms and conditions set forth in this Agreement.

vi.                  Paying For The Arbitration.

Each party will pay the fees for his, her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law (i.e., a party prevails on a claim that provides for the award of reasonable attorney fees to the prevailing party). If under applicable law the Company is not required to pay all of the Arbitrator’s and/or arbitration fees, such fee(s) will be apportioned equally between the Parties or as otherwise required by applicable law. Any disputes in that regard will be resolved by the Arbitrator.

vii.                 The Arbitration Hearing And Award.

The Parties will arbitrate their dispute before the Arbitrator, who shall confer with the Parties regarding the conduct of the hearing and resolve any disputes the Parties may have in that regard. Within 30 days of the close of the arbitration hearing, or within a longer period of time as agreed to by the Parties or as ordered by the Arbitrator, any party will have the right to prepare, serve on the other party and file with the Arbitrator a brief. The Arbitrator may award any party any remedy to which that party is entitled under applicable law, but such remedies shall be limited to those that would be available to a party in his or her individual capacity in a court of law for the claims presented to and decided by the Arbitrator, and no remedies that otherwise would be available to an individual in a court of law will be forfeited by virtue of this Arbitration Provision. The Arbitrator will issue a decision or award in writing, stating the essential findings of fact and conclusions of law. Except as may be permitted or required by law, as determined by the Arbitrator, neither a party nor an Arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all Parties. A court of competent jurisdiction shall have the authority to enter a judgment upon the award made pursuant to the arbitration. The Arbitrator shall not have the power to commit errors of law or legal reasoning, and the award may be vacated or corrected on appeal to a court of competent jurisdiction for any such error.

viii.               Your Right To Opt Out Of Arbitration.

Arbitration is not a mandatory condition of your contractual relationship with the Company. If you do not want to be subject to this Arbitration Provision, you may opt out of this Arbitration Provision by notifying the Company in writing of your desire to opt out of this Arbitration Provision, either by (1) sending, within 30 days of the date this Agreement is executed by you, electronic mail to [email protected], stating your name and intent to opt out of the Arbitration Provision or (2) by sending a letter by U.S. Mail, Canada Post or by any nationally recognized delivery service (e.g, UPS, Federal Express, etc.), or by hand delivery to:

Lernsys Inc

300 Hagey Blvd

Waterloo, On, Canada

In order to be effective, the letter under option (2) must clearly indicate your intent to opt out of this Arbitration Provision, and must be dated and signed. The envelope containing the signed letter must be received (if delivered by hand) or post-­‐marked within 30 days of the date this Agreement is executed by you. Your writing opting out of this Arbitration Provision, whether sent by (1) or (2), will be filed with a copy of this Agreement and maintained by the Company. Should you not opt out of this Arbitration Provision within the 30-­‐day period, you and the Company shall be bound by the terms of this Arbitration Provision. You have the right to consult with counsel of your choice concerning this Arbitration Provision. You understand that you will not be subject to retaliation if you exercise your right to assert claims or opt-­‐out of coverage under this Arbitration Provision.

1. Enforcement Of This Agreement.

If this provision is found to be illegal, invalid or unenforceable as to all or some parts of a Dispute, then Section 22.0 will not apply to those parts. Instead, and only in that circumstance, those parts will be severed and will proceed in a court of law, subject to all other provisions of this Agreement, in which case the governing law and exclusive jurisdiction for any such court proceeding shall be the provincial or federal courts sitting in the City of Brampton, Province of Ontario, Canada. For purposes of any such court proceeding, you consent to, and will not challenge, those courts’ personal jurisdiction over you, and further waive objection based upon improper venue or forum non conveniens or to seek transfer to another district or jurisdiction.

23. Language

This Agreement was originally prepared in the English language. Although Lernsys may provide one or more translations for your convenience, the English version will control in the case of any conflict or discrepancy.

24. Notices

Any notices or communications under the TOS shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to Lernsys, such notices shall be addressed to Lernsys Inc, 300 Hagey Blvd, Waterloo, On, Canada. If to Merchant, such notices shall be addressed to the electronic or mailing address specified when Merchant opens an account with Lernsys Online System, or such other address as either party may give the other by notice as provided above.