Partner Program Agreement

Partnership Prerequisites

Prior to being accepted to the Program, you must:

• Fill out a Partner Application Form

• Commit to having at least 1 staff member successfully complete the specified training programs within 60 days

• Pay the annual partnership fee

(together, the Partnership Prerequisites).

OttoLearn will determine whether you are accepted to the Program once the Partnership Prerequisites above have been completed.

OttoLearn reserves the right to accept or decline any organization or individual as an OttoLearn Partner regardless of whether the Partnership Prerequisites have been met, for example if OttoLearn determines that you are likely to be unable to meet the Ongoing Requirements set out below.

Program Benefits

Once you have been accepted to, and as long as you remain part of, the Program, you will receive access to the applicable benefits of the Program, as modified or updated by OttoLearn from time to time, at the specified status level, including:

• Ability to consolidate billing across multiple accounts

• Discounts or rebates

• Access to Partner-only information

• Support from an OttoLearn Partner Account Manager

Ongoing Obligations

To maintain status as an OttoLearn Partner, you agree to:

• Actively promote OttoLearn to existing and potential clients

• Provide first level support to your clients

• Ensure that at least one staff member is up to date with OttoLearn certification at all times

• Add at least one paid client subscription (not including your own OttoLearn subscription required for the Partner Program) to your Partner account within 180 days of acceptance into the Program, and then maintain at least one paid client subscription to your Partner account on an ongoing basis

• Promote OttoLearn on your website (if you have one) by maintaining an active hyperlink to www.ottolearn.com and adhering to the OttoLearn Brand Guidelines, including not using the OttoLearn name or logo anywhere in your company/partner-programs/partnership name, registered business name, product name, service offering, URL, or any social media accounts

• Otherwise act in good faith in the offering and use of OttoLearn

Duration of the Partner Agreement

This Partner Agreement is effective immediately upon you being accepted into the Program by OttoLearn and remains in force until:

• Superseded by OttoLearn at any time effective upon the online publication of updated or modified terms – notice of relevant material updates and modifications to this Agreement will be communicated to you via email, at the email address on record

• This Partner Agreement is terminated by either party for any reason by providing one month’s notice in writing to the other party

• This Partner Agreement is terminated by either party, with immediate effect upon written notice being provided to the other party, for that other party’s material breach of any of the terms of this Partner Agreement

If this Partner Agreement is terminated for any reason, you will no longer be able to participate in, or receive the benefits of, the Program.

For the avoidance of doubt, notwithstanding the termination of this Partner Agreement, OttoLearn’s Master Subscription Agreement will continue to apply to your use of the Services (as defined in OttoLearn’s Master Subscription Agreement found here) that OttoLearn may make available to you as a non-partner, and the following sections of this Partner Agreement will survive any such termination: “Applicability of OttoLearn’s Terms of Use”, “Relationship of Parties” and “Indemnity”.

Billing

Your client may wish to pay for their OttoLearn subscription themselves, at which point the account must be linked to yours, to provide you with partner access and recognition.

If your client does not wish to manage and pay for a OttoLearn subscription themselves, or if you are paying for the client’s subscription as part of a value added services agreement for the client, you may manage and pay for that subscription on their behalf.

To qualify for applicable reduced pricing on OttoLearn subscriptions for which you are the Subscriber (as defined in OttoLearn’s Terms of Use), you must link your client’s account to yours for consolidated billing.

You agree to adhere to the OttoLearn subscription and payment terms set out in OttoLearn’s Master Subscription Agreement, as updated or amended from time to time.

Discounts and Rebates

Unless there is an alternative Discount or Rebate Agreement in writing, signed by both parties, you will receive discounts (or rebates) for your client subscriptions. Discounts will be immediate, rebates will be paid quarterly, in arrears for all invoices for which payment has been received.

Applicability of OttoLearn’s Terms of Use

This Partner Agreement applies in addition to, and should be read in conjunction with, OttoLearn’s Master Services Agreement, which are incorporated in this Partner Agreement by reference to the extent applicable and which govern matters in relation to your dealings with OttoLearn, including limitations on liability, indemnification, intellectual property, and governing law.

You acknowledge and agree that all access (including by Invited Users, as defined in OttoLearn’s Master Subscription Agreement) to OttoLearn’s services will be subject to OttoLearn’s then current Master Subscription Agreement.

In the event of any inconsistency between this Partner Agreement and OttoLearn’s Master Subscription Agreement, OttoLearn’s Master Subscription Agreement will take priority.

Relationship of Parties

No agency, partnership, joint venture or employment is created between OttoLearn and you as a result of this Partner Agreement. You are not authorized to create any obligation, express or implied, on behalf of OttoLearn.

Indemnity

You agree to indemnify OttoLearn against any and all claims, costs, damages and/or loss that OttoLearn may sustain or incur, as a result of any claim by a third party, including your clients and any OttoLearn users, arising from: (a) your acts or omissions including, but not limited to, your provision of professional services, implementation support, or other products or services, (b) your breach of this Partner Agreement.