The Vee Learn Platform at https://vlearn.co.in/login (“Platform”) is offered to United States-based workers seeking job retraining who met certain qualifications. The Platform is offered as part of an entry in a prize competition sponsored by XPRIZE to develop rapid job retraining programs known as the XPRIZE Rapid Reskilling Competition, see https://www.xprize.org/prizes/rapidreskilling (“Competition”).

THIS END USER ACCESS AGREEMENT (“AGREEMENT”) REQUIRES ARBITRATION OF DISPUTES AND YOUR WAIVER OF A JURY TRIAL AND CLASS ACTION LAWSUITS (Section 14.2), AND LIMITS OUR LIABILITY IN DISPUTES (Section 11.2).

1. ACCEPTANCE OF THIS AGREEMENT

Please read this Agreement carefully before using the Platform. By accessing or using the Platform, you acknowledge that you have read, understand and agree to be bound by this Agreement, which forms an agreement that is effective as if you had signed it, and that you have read and understand the Vee Learn Platform Privacy Policy. If at any time you do not agree to any terms of this Agreement, please do not access, or use the Platform or any of its content.

We may revise or update this Agreement from time to time. You should check the Agreement regularly for updates. You can determine when the Agreement was last updated by referring to the “Last Revised Date” at the top of this page. Each time you access, use or browse the Platform, you signify your acceptance of the then-current Agreement.

BY CLICKING “I AGREE” OR TAKING ANY STEPS TO ACCESS OR USE ALL OR ANY PORTION OF THE PLATFORM, YOU ACCEPT ALL THE TERMS OF THIS AGREEMENT.

IF YOU DO NOT AGREE, YOUR PERMISSION TO ACCESS OR USE THE PLATFORM IS AUTOMATICALLY AND IMMEDIATELY REVOKED.

/__/ I AGREE TO THE TERMS OF THIS AGREEMENT, AND HAVE READ AND UNDERSTAND THE PLATFORM PRIVACY POLICY, AND WANT TO ACCESS AND USE THE PLATFORM.

2. PERMITTED USE OF PLATFORM

2.1 The Platform is offered by Isotonic Solutions Inc, a Private Company registered in USA (“Vee Learn”, “we”, “our” or “us”) for access and use by US-based workers who are 18 years old or older and (i) have completed high school, (ii) do not have a undergraduate degree from a college or university, (iii) are willing to work in the health care field, and (iv) are currently unemployed or are employed but not earning above the median wage for their job in their county of residence (“End User”, “you” or “your”). Your permission to access and use the Platform is personal, non-exclusive and non-transferable, and limited to the purpose of offering retraining to you as a displaced worker. Upon your completion of the retraining program, the Platform also may offer connections to opportunities for further education and training, job recruiters and potential employers to provide placement services. Any use of the Platform or its Content in any way not expressly permitted by this Agreement, or any breach or attempted breach of the restrictions of this Agreement, is prohibited, and may be actionable under United States or international law and subject you to legal claims or damages.

2.2 The retraining modules are provided by community colleges and universities based in the United States (“Colleges”). The Platform may present you with an online agreement required by a College before you are allowed to access that College’s materials on the Platform. If you do not agree to the College’s agreement, you may not be allowed to access or use its materials. You agree to abide by any limitations on your access or use of any materials or other Content on the Platform. You may view, download or print a single copy of specific materials or other Content on the Platform solely for your personal use, but only if you preserve any copyright and other proprietary rights notices that are contained on the Platform.

2.3 Your access to and use of the Platform, all materials and other Content and all products or services offered through the Platform for the permitted purposes will be free of any charge.

2.4 You may not rent, lease, lend, sell, redistribute or sublicense the Platform, the retraining modules or other content posted, submitted or sent by Vee Learn, you or others (together, the “Content”) to any other or multiple users. You agree not to copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or createderivative works of the Platform, Content or any part thereof, except as and only to the extent (i) the foregoing restriction is prohibited by applicable law or (ii) expressly permitted by this Agreement.

3. PRIVACY; REGISTRATION

3.1 Your access to and use of the Platform is subject to the Platform Privacy Policy. Your access to and use of the Platform in connection with the Competition requires evaluation of your and our performance through the collection and sharing of data about your participation with XPRIZE and others. Such information may include any data that may be generated as a result of your interaction with the Platform and your learning experience and outcomes, including without limitation, your name and contact information, retraining start and end dates, the modules you accessed and used, the time it took for you to learn, and diagnostic data such as motivation level, empathy, task-orientation and memory retention. If the Platform offers connections to opportunities for further education and job training, job recruiters and potential employers to provide placement services, other information about you may be shared with colleges and universities, job recruiters and potential employers upon your request.

3.2 You must register on the Platform to access and use the Platform. You are responsible for maintaining the confidentiality of your password and are fully responsible for all uses of your password, whether by you or others. You authorize us to act on instructions received through use of your password, and agree that we are not liable for any loss or damage arising from your failure to comply with this Section. You agree to immediately notify us of any unauthorized use of your password or any other breach of security. See Section 17, Contact Us, below.

4. SUPPORT SERVICES; UPDATES

4.1 The Platform offers video tutorials to show you how to use the Platform for its intended purpose. In addition, we are available to assist you in your access to and use of the Platform and problem solving ("Support Services"). Please contact our Customer Support Department by sending an email to support.xprize@hiremee.org

4.2 From time to time, the Platform may provide additional products or services in our discretion, such as job recruiting and job placement services, post-placement services, and group forums for workers to support each other. If additional products or services are added, we will disclose this on the Platform.

4.3 We reserve the right to modify the Platform or any part at any time without notice to you. Any new features on the Platform also will be provided at no charge to you. This Agreement governs the existing Platform and any modifications and new features.

5. USER SUBMISSIONS; USER MATERIALS

Discussion Services: The Platform may provide opportunities for communications with other workers seeking job retraining, discussion sessions with tutors, student advisors or potential employers, and/or other message or communications methods (together, “Discussion Services”). You acknowledge that your submissions to the Platform or messages and materials that you may send or receive (together, “Submissions”) may be or become available to others on the Platform and elsewhere. You agree only to post, send and receive Submissions that are appropriate to the Platform, not confidential or private, and related to the particular Discussion Service. You are responsible for your Submissions. You should only provide Submissions that you are comfortable sharing with others under this Agreement.

Prohibited Actions: You agree that the following actions are prohibited and a material breach of this Agreement. This list is not exhaustive. Vee Learn may determine what types of conduct it considers to be inappropriate and may take such measures as it determines, in its sole discretion. By way of example, and not as a limitation, you agree that you will not:

• Use the Platform or any Content for any purpose or to take any actions in violation of local, state, national or international laws, regulations, codes or rules.
• Take any action that places an unreasonable or disproportionately large load on the Platform's infrastructure or otherwise that may adversely affect performance of the Platform or restrict any other user or Vee Learn from using or enjoying the Discussion Services or the Platform.
• Use the Platform for unauthorized framing or linking, or via automated devices, bots, agents, crawl, scraping, scripts, intelligent search or any similar means of access to Content.
• Aggregate, copy, duplicate, publish or make available any Content to third parties outside the Platform in any manner.
• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy or publicity) of others, or impersonating anyone else or misrepresenting your identity or affiliation.
• Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, pornographic, offensive, harassing, infringing, obscene, indecent or unlawful topic, name, material, content or information.
• Upload or download files that contain software or other material protected by intellectual property laws or other laws, unless you own or control the rights or have received all necessary consents or rights.
• Upload or transmit files that contain viruses, malware, disabling code, corrupted files, or any other similar software or programs that may damage the operation of another's computer or system.
• Use the Platform to make available unsolicited advertising or promotional materials, spam, pyramid schemes, chain letters, or similar forms of unauthorized advertising or solicitation.
• Harvest or otherwise collect information about others, including without limitation email addresses or other contact information, without their consent, or hack or violate any security measures.
• Falsify or delete any attributions, legal or other notices, or proprietary designations or labels of origin or source.
• Engage in any other action that, in the judgment of Vee Learn, exposes it or any third party to potential liability or detriment of any type.

User Materials: Your Submissions and any submissions to the Platform or messages and materials submitted or otherwise made available by other users through the Platform (together, “User Materials”) are strictly those of the originating authors, who are solely responsible for their User Materials. Use of or reliance on User Materials is entirely at your own risk. Vee Learn does not endorse any User Materials nor vouch for their reliability. Under no circumstances will Vee Learn be liable in any way for any User Materials

You acknowledge that Vee Learn may or may not pre-screen User Materials, but that it has the right (but not the obligation) to pre-screen,refuse, edit, move or remove any User Materials at any time in its sole discretion, including without limitation, any User Materials that violate this Agreement. Vee Learn shall have no liability for such deletion or removal

You understand that by using the Platform, you may be exposed to User Materials that you may consider offensive or objectionable. You agree that you must evaluate, and bear all risks associated with, use of, exposure to or reliance on any User Materials.

Submissions: You are solely responsible for your Submissions. All Submissions are subject to this Agreement. Vee Learn is under no obligation to post or use any Submission and may pre-screen, refuse, edit, move or remove any Submission at any time in its sole discretion. Submissions will be available to Platform users and others.

You acknowledge that Vee Learn may or may not pre-screen User Materials, but that it has the right (but not the obligation) to pre-screen, refuse, edit, move or remove any User Materials at any time in its sole discretion, including without limitation, any User Materials that violate this Agreement. Vee Learn shall have no liability for such deletion or removal.

By making a Submission, you represent and warrant that your Submission is true, accurate and not misleading; that you own all right, title and interest, including copyright, to your Submission, and that your Submission is your own original work; that your Submission does not include the trade secret or confidential information of others, and does not infringe any third party’s rights; and that you and any other person, item or entity (or its owner) mentioned or shown in your Submission hereby release and hold harmless Vee Learn and its designees from and against any and all claims concerning Vee Learn’ or its designees’ use, modification or distribution of the Submission or any part thereof. You must hold all necessary releases, licenses and consents concerning your Submission and all rights to post, distribute, or transmit your Submission. You agree that you will evaluate and bear all risks associated with your Submission.

By making a Submission, you grant Vee Learn and its affiliates, licensees, assignees and designees an irrevocable, assignable, transferable, fully sub-licensable (through multiple levels of sublicensees), perpetual, world-wide, royalty-free, fully paid-up, non-exclusive license, in their sole discretion, to use, distribute, reproduce, modify, combine, adapt, publish, translate, license, sell, publicly perform, publicly display and create derivative works of your Submission (in whole or in part), in Vee Learn’ sole discretion, on the Platform or elsewhere, on an anonymous and de-identified basis without credit to you, and to use or incorporate all or any part of your Submission into other advertising, promotion, marketing, review, recommendation, research, analysis or other materials in any format or medium now known or later developed. You hereby waive any right to inspect such use and waive, release, and hold Vee Learn and its affiliates, licensees, assignees and designees harmless against any and all claims based on privacy, publicity, defamation, misappropriation, intellectual property or similar claims for any use of your Submission.

6. NOTICE AND PROCEDURES FOR CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT

Vee Learn may, in its sole discretion, disable or terminate use by users who infringe the intellectual property of others. If you believe that your work has been copied on the Platform in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide Vee Learn’ Copyright Agent a Notice containing the following information:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the material that you claim is infringing is located on the Platform (providing URL(s) in the body of an email is the best way to help Vee Learn locate content quickly);
• Your name, address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright or intellectual property owner’s behalf.

Vee Learn’ Copyright Agent for Notice of claims of copyright or other intellectual property infringement can be reached by sending an email to copyright.xprize@hiremee.org.

7. INTELLECTUAL PROPERTY RIGHTS; CONFIDENTIALITY

7.1 The Platform and Content (including but not limited to any materials, text, images, photographs, videos, audio, animation and software) are the sole and exclusive property of Vee Learn or its affiliates or licensors, which own all right, title and interest therein. You acknowledge and agree that all right, title, and interest in and to the Platform and Content, including without limitation any patents, copyrights, trademarks, brands, designs, structure, look and feel, trade secrets, inventions, know-how, and all other intellectual property rights, are owned exclusively by Vee Learn or its affiliates or licensors, and are protected by United States intellectual property and other applicable laws.

7.2 You agree not to copy, modify, distribute, transmit, republish, sell or exploit, for any purpose, any portion of the Platform or Content other than to the extent expressly permitted in this Agreement or by us in writing. You agree not to use the Platform to create any Platform, software or content that is substantially similar to the Platform. You must not remove or alter any copyright or other proprietary rights notices on the Platform.

7.3 The structure, organization, function and code of the Platform and Content are valuable trade secrets and confidential information owned by Vee Learn or its affiliates and licensors. The Platform, Content and any information about the Platform supplied by Vee Learn or obtained by you may only be used by you for the intended purpose and may not be disclosed to any third party or used by or on behalf of yourself of any third party not authorized by us. These restrictions do not apply to any information is or becomes available to the public without restrictions, and not due in any way to your fault. These restrictions also do not apply to information that is required to be provided under a governmental or judicial order, provided that you provide us with prompt written notice prior to such disclosure.

7.4 The obligations set forth in this Section shall survive any expiration or termination of this Agreement.

8. SECURITY

We use commercially reasonable administrative, physical and electronic security measures to protect against possible loss, misuse or alteration of the Platform or any Content or personal information gathered through thePlatform. No online activity or transmission over the internet is guaranteed to be secure. It may be possible for third parties to interfere with the Platform or intercept or access transmissions or private communications unlawfully. Neither we nor our service providers can ensure or warrant the security of any information you transmit to us over the internet. Any such transmission is at your sole risk.

9. LINKS; Vee Learn Coins

The Platform may contain postings and links to websites, apps or resources of third parties, including awarding Vee Learn Coins for certain steps taken through the Platform which may involve coupons or gift cards that may be redeemed with local businesses. Your use of such third-party websites, apps or resources is at your sole risk. We have no control over third-party websites, apps or resources and are not responsible for the content, privacy practices, products or services of others. Such postings, links or awards do not imply our endorsement of any third-party or its information, products, services, website, apps or resources, or such third-party's endorsement of us or the Platform. We disclaim all liability with regard to your access to and use of information, products, services, websites, apps or resources of or transactions with third parties

10. DISCLAIMER OF WARRANTIES

10.1 THE PLATFORM AND CONTENT ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES OF ANY KIND. WE EXPRESSLY DISCLAIM AND EXCLUDE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, CONDITIONS, UNDERTAKINGS OR REPRESENTATIONS OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, ACCURACY, COMPLETENESS, RELIABILITY, SATISFACTORY QUALITY, USEFULNESS, TITLE, QUIET ENJOYMENT, FREEDOM FROM VIRUSES, TITLE OR NON-INFRINGEMENT. USE OF THE PLATFORM AND CONTENT IS ENTIRELY AT YOUR OWN RISK. You are solely responsible for taking all necessary precautions to ensure that any Content you may access or use on the Platform is free from any virus or other harmful code.

10.2 We do not warrant or assume responsibility for, and expressly disclaim any possible liability for, your ability to complete any retraining module or program, learning or retention of any information or skills, or obtaining or retaining any placement opportunity or job of any type at any wage or at any time. Any reliance you place on the Platform or Content is strictly at your own risk.

11. INDEMNITY; LIMITATION OF LIABILITY

11.1 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Vee Learn, its affiliates and licensors, and their respective directors, officers, employees agents, successors and assigns (together, the “Platform Parties”), from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, injuries, damages, costs and expenses (including reasonable attorneys’ fees) (together, “Claims”) arising out of or accruing from your access to or use of the Platform or Content, or non-availability of the Platform or any Content for any other reason, or your violation of this Agreement or any applicable laws. We reserve the right to assume the defense of any Claims at your expense, and if we do so, you will cooperate in our defense.

11.2 In no event shall the Platform Parties be liable for personal injury or death, or any direct, indirect, incidental, special, exemplary, consequential or punitive damages whatsoever, including without limitation damages for lost profits, loss of time or effort, job opportunity or job, loss of use, loss of data, loss of goodwill, harm to reputation, emotional distress, physical harm, or other damages or losses, regardless of the theory of liability (contract, tort or otherwise) and even if any Platform Party has been advised of the possibility of such damages or even if circumstances cause available remedies to fail, and notwithstanding any claim of the failure of essential purpose or existence of any limited remedy. WITHOUT LIMITING THE FOREGOING, THE MAXIMUM AGGREGATE LIABILITY OF THE PLATFORM PARTIES TOGETHER ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM OR CONTENT, OR YOUR ACCESS TO OR USE OR INABILITY TO ACCESS OR USE, THE PLATFORM OR CONTENT, SHALL NOT EXCEED FIFTY DOLLARS (U.S.).

11.3 Some jurisdictions do not allow the exclusion or limitation of liability for certain types of damages, so someu. This Limitation of Liability shall be interpreted to the maximum extent permitted by application law.

12. SUSPENSION; TERMINATION

12.1 The Agreement is effective until terminated by you or us. At any time, we may modify, suspend or discontinue offering all or any part of the Platform, Content, Discussion Services or Support Services, or limit, suspend, remove or disable access, or terminate your access to or use of all or any part of the Platform, Content, Discussion Services or Support Services, with or without notice. We will not be liable to you for any of the foregoing actions.

12.2 Upon termination of the Agreement, discontinuance of the Platform, or termination of your access to or use of the Platform, you shall cease all use of the Platform and Content, and destroy any hard or electronic copies of any Content in your possession.

12.3 Notwithstanding any termination of the Agreement, Sections 7 (Intellectual Property Rights and Confidentiality) and 11 (Indemnification and Limitation of Liability), any other provisions of this Agreement that by their nature are intended to survive, as well as the Platform Privacy Policy as to any previously collected information, will survive such termination.

13. NOTICE REQUIRED BY CALIFORNIA LAW

Pursuant to California Civil Code Section 1789.3, users are entitled to the following specific consumer rights notice:

The name, address and telephone number of the provider of the Platform is Vee Technologies, 489 Fifth Avenue, 19th Floor, New York, NY 10017, . Complaints regarding the Platform or Content or requests to receive further information regarding use of the Platform or Content may be sent to the above address or to support@vlearn.co.in.

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite S202, Sacramento, CA 95834 or by telephone at (916) 574-7950 or (800) 952-5210.

14. GOVERNING LAW; ARBITRATION; WAIVER OF JURY TRIAL

14.1 This Agreement and your access to and use of the Platform and Content are governed by the laws of the state of New York, excluding its conflict of law rules.

14.2 You agree that any dispute, claim or controversy arising out of or relating to this Agreement shall be decided by binding arbitration, rather than in a court, except that (i) you may bring claims or seek relief against us in small claims court to the extent your claims qualify for that court; and (ii) we may seek injunctive or equitable relief in court for violation of intellectual property rights or confidentiality obligations which may cause irreparable damage that cannot be readily remedied in monetary damages in an action at law. Any arbitration shall be administered by JAMS Arbitrators & Arbitration Services pursuant to its Streamlined Arbitration Rules & Procedures for claims seeking relief under $250,000, or pursuant to its Comprehensive Arbitration Rules and Procedures, in New York City before a single arbitrator, and the Federal Arbitration Act shall apply. Judgment on the award may be entered in any court having jurisdiction.

14.3 You agree that to the fullest extent permitted by law: (a) no claims by you shall be joined with the claims of any other person and you agree not to participate in any claim brought by other persons, whether in arbitration or litigation; (b) YOU HAVE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE LITIGATED ON A CLASS ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (c) you have no right or authority for any dispute to be brought in a purported representative capacity on behalf of any other person; and (d) you have no right or authority for any dispute to be brought, heard or arbitrated as a private attorney general action. To the extent that the foregoing sentence or any portion thereof is found to be unenforceable, and if such a finding allows for your claims to be brought on non-individual, class action, collective action, representative or private attorney general basis, you agree that such claims will not be decided in arbitration and must be litigated in a civil court of competent jurisdiction.

14.4 BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU WILL NOT HAVE THE RIGHT TO A TRIAL BY JURY WITH REGARD ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM PRIVACY POLICY, PLATFORM, CONTENT OR RELATIONSHIP OF THE PARTIES HEREUNDER.

15. ENTIRE AGREEMENT; WAIVER; SEVERABILITY

This is the entire agreement between Vee Learn and you relating to the Platform and Content. This Agreement supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Platform or the retraining services. Any failure of Vee Learn to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision or any other right or provision. If any part of this Agreement is found void or unenforceable, it will not affect the validity of the remaining parts of the Agreement, which shall remain valid and enforceable according to its terms.

16. NO THIRD-PARTY BENEFICIARY

This Agreement is made and entered into for the sole protection and benefit of the parties hereto and is not intended to convey any rights or benefits to any third parties, nor will this Agreement be interpreted to convey any benefits or rights to any person except the parties hereto.

17. CONTACT US

Please direct any questions or comments you may have about the Platform, Content or this Agreement to support@vlearn.co.in

Please direct any technical questions or problems with access to or the function of the Platform or any Content to support@vlearn.co.in

To provide any legal or formal notice to Vee Learn, such as any notice of dispute or commencement of arbitration, such notice shall be writing and delivered (i) by personal delivery; (ii) by registered or certified mail, postage prepaid, return receipt requested; (iii) by an Internationally recognized overnight courier, to the following address: