REDP TERMS OF SERVICE

Effective Date: May 3, 2023

The Real Estate Development Institute Ltd. (“REDI,” “REDI Canada,” “we,” or “us”) owns the Real Estate Development Professional program and courses (“REDP program”) delivered through the Rise online learning platform (collectively, the “Services”), which are available for use by our customers in accordance with these Terms of Use (“Terms”). These Terms apply to all customers of the Services (“Users”).

PLEASE NOTE THAT THESE TERMS CONTAIN IMPORTANT RESTRICTIONS AND LIMITATIONS SO PLEASE READ THEM CAREFULLY BEFORE USING THE SERVICES. WE MAY MAKE CHANGES TO THESE TERMS FROM TIME TO TIME.

1. CONDITIONS OF USE

It is the sole responsibility of the User to ensure that the user complies with all applicable laws and regulations in respect of the User’s use of the Services. By accessing the Services, you represent and warrant that you are in compliance with all applicable laws and regulations in respect of any purposes for which you use the Services.

Your use of the Services may require REDI to collect and use certain personal information.

2. LICENSE TO USE THE SERVICES

Subject to the payment of any applicable fees and these Terms, REDI grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your own use and not for resale or further distribution. Your right to use our Services is limited by all terms and conditions set forth in these Terms.

The Real Estate Development Professional (REDP) courses and program, and any content viewed through our learning platform, is solely for your personal and non-commercial use. With each course purchase we grant you a limited, non-exclusive, non-transferable, license to access the REDP content and view your course(s) through the learning platform. Except for the foregoing limited license, no right, title or interest shall be transferred to you. You agree not to use the service for public performances. REDI may revoke your license at any time in its sole discretion. Upon such revocation, you must promptly destroy all content downloaded or otherwise obtained through the service, as well as copies of such materials, whether made in accordance with these Terms of Service or otherwise.

Except for this license granted to you, we and our licensors retain all right, title and interest in and to the Services including all related intellectual property rights in the same. Our Services are protected by applicable intellectual property laws, including Canadian copyright law, trademark law, and international treaties.

You shall not (and shall not allow any third party to): (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services; (b) circumvent any user limits or other license timing or use restrictions that are built into the Services; (c) sell, rent, lend, transfer, distribute, license, or grant any rights in the Services in any form to any person without the written consent of the Company; (e) remove any proprietary notices, labels, or marks from the Services; (d) unbundle any component of the Services and/or; (e) build a product or Services that is competitive with the Services; or (f) copy any ideas, features, functions or graphics of the Services.

3. RESTRICTIONS / ACCEPTABLE USE

You shall not use the Services (a) in any way that breaches any applicable local, national or international law or regulation; (b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.

4. ACCOUNTS

You are responsible for safeguarding the password that you use to access the Services and you are responsible for any activities or actions under your password. You agree to keep your password secure. We cannot, and will not, be liable for any loss or damage arising from your failure to comply with these requirements.

You may never use another’s account, and you may not provide another person with the username and password to access your account. You should maintain control over all of the devices that are used to access the learning platform. You are fully responsible for any and all activities that occur under your password or account, and it is your responsibility to ensure that your password remains confidential and secure. You agree to (a) immediately notify REDI of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the learning platform. REDI will not be liable for any loss or damage arising from your failure to comply with this Section.

You acknowledge that REDI may establish general practices and limits concerning use of the learning platform including without limitation the maximum period of time that data or other content will be retained by the learning platform. You acknowledge that REDI reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that REDI reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

5. TERM

The term of this agreement will commence upon your first purchase of a REDP course and will remain effective either: (a) for the period of time for which you (or your organization) have access to the Services; or (b) until otherwise terminated. You may terminate this agreement at any time by ceasing use of the Services. REDI may terminate this Terms and/or the Services at any time by providing notice to you. This agreement will terminate immediately without notice from REDI if you breach any provision of this agreement. Upon termination of this agreement, the licenses, rights and covenants granted hereunder and the obligations imposed hereunder will cease, except as otherwise expressly provided for herein. The provisions of all sections which by their nature would survive the termination of this agreement shall so survive and you shall be obligated to perform in accordance therewith.

6. FEEDBACK

We welcome your suggestions, comments and feedback on the Services (“Feedback”).  If you provide us with Feedback you agree that: (a) we are not subject to any confidentiality obligations in respect to the Feedback; (b) the Feedback is not confidential or proprietary information belonging to you or any third party and you have all of the necessary rights to disclose the Feedback to us; (c) REDI (including all of its successors and assigns) may freely use Feedback without any restrictions; and (d) you are not entitled to receive any compensation or re-imbursement of any kind in respect of Feedback.

7. USER CONTENT

By submitting, posting or displaying any data or content (“User Content”) on or through the Services, you grant REDI a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such User Content in any and all media or distribution methods (now known or later developed) for the purpose of providing the Services and in accordance with our Privacy Policy.

Further, you hereby grant to REDI a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to access, use, process, store, collect, disclose, and transmit anonymized data, information or other materials, which are generated from your use of the Services (such data, information and materials, the “Aggregated Data”). REDI shall own this Aggregated Data and may use Aggregated Data for any purpose and without restriction or obligation.

REDI will not be responsible or liable for any use of your User Content by REDI in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content that you submit.

8. FEES

REDI may make available certain Services in exchange for the payment of a license fee (“Purchased Services”), which will be quoted to you at the time of purchase. Except as otherwise provided, all fees are quoted and payable in Canadian dollars.  Except as otherwise specified herein or in an order, fees are based on number of licenses purchased and not actual usage. Payment obligations are non-cancelable. Fees paid are non-refundable.

Unless otherwise stated, fees for Purchased Services do not include any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, goods and services, use or withholding taxes (collectively, “Taxes”).  Users are responsible for paying all Taxes associated with purchased Services, excluding taxes based on the Company’s net income or property.  If the REDI has the legal obligation to pay or collect Taxes for which User is responsible under this section, the appropriate amount shall be invoiced to and paid by User.

9. INTELLECTUAL PROPERTY RIGHTS & TRADEMARKS

You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by REDI, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the REDP program in whole or in part, except that the foregoing does not apply to your own User Content (as defined below. In connection with your use of the learning platform you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods.

The REDI name and logos are trademarks and service marks of REDI. Other products and service names and logos used and displayed via the learning platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to REDI. Nothing in this Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of REDI Trademarks displayed on the Service, without our prior written permission in each instance.

9.1 THIRD PARTY MATERIAL

Under no circumstances will REDI be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content.

9.2 THIRD PARTY WEBSITES

The REDP program may provide links or other access to other sites and resources on the Internet. REDI has no control over such sites and resources and REDI is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that REDI will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource.

10. DISCLAIMER OF WARRANTIES

THE WEBSITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES IS PROVIDED WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED HEREIN.

WITHOUT LIMITING THE FOREGOING, REDI, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.

11. LIMITATION OF LIABILITY

IN NO EVENT SHALL REDI, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE THE SERVICES. UNDER NO CIRCUMSTANCES WILL COMPANY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES in the SERVICES; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES. IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO COMPANY HEREUNDER.

12. INDEMNIFICATION

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD COMPANY, ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY A THIRD PARTY, RELATING TO OR ARISING FROM: (A) YOUR USE OF THE SERVICES; (B) ANY VIOLATION BY YOU OF THESE TERMS; (C) YOUR VIOLATION OF ANY RIGHTS OF ANOTHER (D) ANY VIOLATION BY YOU OF ANY APPLICABLE LAW OR REGULATION; AND (E) ANY BREACH OF ANY REPRESENTATION OR WARRANTY MADE BY YOU IN THESE TERMS. THIS OBLIGATION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THESE TERMS AND/OR YOUR USE OF THE SERVICES.

13. AVAILABILITY AND UPDATES

REDI may alter, suspend, or discontinue the Services at any time and for any reason or no reason, without notice. The Services may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons.

14. EXPORT RESTRICTIONS

The Services and related information are subject to export and import restrictions. By using the Services, Users are representing and warranting that they are not located in, under the control of, nor is a national or resident of, any country to which the export of the Services or related information would be prohibited by the laws and/or regulations of Canada and/or the United States. User also represents and warrants that User is not an individual to whom the export of the Services or related information would be prohibited by the laws and/or regulations of the United States or Canada. User shall comply with the export laws and regulations of the United States and Canada that are applicable to the Services and related information and User shall comply with any local laws in User’s jurisdiction that may impact User’s right to export, import, or use the Services or related information, and User represents and warrants that User has complied with any such applicable laws or regulations. The Services shall not be used for any purposes prohibited by export laws, including, without limitation, nuclear, chemical, or biological weapons proliferation. User shall be responsible for procuring all required permissions for any subsequent export, import, or use of the Services or related information.

15. ASSIGNMENT

You may not assign this these Terms. Company may assign these Terms at any time and for any reason.

16. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws in effect in the Province of Alberta without giving effect to any principles of conflicts of law. Any legal action or proceeding between REDI and Users shall be brought exclusively in a court of competent jurisdiction located in Calgary, Alberta Canada.

17. ENTIRE AGREEMENT

These Terms, Company’s Privacy Policy, purchased Services and external documents referenced herein, constitute the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement, proposal or representation (whether written or oral) concerning its subject matter.

18. AMENDMENT

Company may amend these Terms at any time by posting notice on the learning platform.

19. WAIVER

No failure or delay by REDI in exercising any right, power, or remedy under this Agreement, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy.