The OPTIC System™

TERMS AND CONDITIONS OF USE

These Terms and Conditions ("Terms", "Terms of Service" or "Agreement") are between you ("your" or "yours" or "Customer") and Friendly Eagle Software Inc. ("we", "us" or "our") when you use The OPTIC System™, including its Web application (available through www.theopticsystem.com) and any associated mobile application (collectively the "Services"), and explain your obligations when you choose to use the Services.

"Forge Parties" means Friendly Eagle Software, Forge Dynamics Inc., and each of their respective officers, directors, employees and agents, collectively and individually, as the context requires.

PART A: GENERAL

1. Scope: These Terms and Conditions govern your use of The OPTIC System™.

2. Acceptance: You accept these Terms and Conditions by signing a copy of these Terms and Conditions, in paper or electronic format, or by accessing or using The OPTIC System™, whichever occurs first. If you do not agree to these Terms and Conditions, do not access or use The OPTIC System™.

3. Other Agreements: These Terms and Conditions must be read together with any other existing and future agreements that you or the Customer has with OPTIC. If there is a conflict between these Terms and Conditions and any other agreement with us, the term of the other agreement will apply to the extent necessary to resolve the conflict.

4. Notice of Changes: Friendly Eagle Software may update these Terms and Conditions from time to time. Changes are effective when posted, as indicated by the "Last Updated" date shown with these Terms and Conditions. Your continued use of The OPTIC System™ after a change is posted constitutes your acceptance of the updated Terms and Conditions.

5. Interpretation: Capitalized terms in these Terms and Conditions are defined in Section 45 below.

PART B: PASSWORDS AND INSTRUCTIONS

6. Passwords: Passwords must be carefully selected so that they cannot be easily guessed by anyone else. You agree to keep your password confidential, and ensure that it is never disclosed, accidentally or otherwise, to anyone else.

7. Password becomes known: If you suspect that someone else knows your password, you must change your password immediately.

8. Record of Instructions: You agree that Friendly Eagle Software and the Customer may maintain a database of your Instructions.

9. Use an Anti-Virus Program and Firewall; Signing Off: The computer you use may be vulnerable to viruses or online attacks that seek to intercept sensitive information that you provide through the Internet. To reduce the chances of harm, you should ensure that any computer you use to access The OPTIC System™ (including a computer at work, the library, an Internet cafe or another public place) has an up-to-date anti-virus program and a firewall. To prevent unauthorized access to your Files, you must sign off of The OPTIC System™ and close your browser as soon as you finish using them.

PART C: PROVISIONS FOR THE OPTIC SYSTEM™

10. Intellectual Property Rights: The OPTIC System™ is owned by Forge Dynamics Inc., headquartered in Edmonton, Alberta, Canada, and is made available to you by Friendly Eagle Software under an exclusive license from Forge Dynamics Inc.; in operating and supporting The OPTIC System™, Friendly Eagle Software acts for and on behalf of Forge Dynamics Inc. The OPTIC System™ and all information and tools included therein are proprietary to Forge Dynamics Inc. and Friendly Eagle Software's other licensors, and are protected by intellectual property laws. You agree not to sell, distribute or commercially exploit The OPTIC System™.

11. License Transition: Friendly Eagle Software operates The OPTIC System™ under an exclusive license from Forge Dynamics Inc., as described in Section 10. If that license is terminated, expires, or is not renewed, operation, development and support of The OPTIC System™ will transition to Forge Dynamics Inc. or to another licensee of Forge Dynamics Inc.'s choosing. From the effective date of that transition, Friendly Eagle Software will have no further obligation to operate, develop, support, or remedy any issue with The OPTIC System™, whether arising before, on, or after that date, and responsibility for any such matter will rest with Forge Dynamics Inc. or its new licensee.

12. Access to Web Sites; No Streaming of Information: You agree that you will not take steps that would have a negative impact on the security, integrity or functioning of The OPTIC System™.

13. Access to The OPTIC System™: By designating a person as a User, the Customer is authorizing that person to view information and carry out transactions on behalf of the Customer through The OPTIC System™ (subject to any limits on the User's access, as described in Section 15). The Customer accepts the responsibility for all losses, damages or expenses that may arise from a User misusing his or her authority in any way, either purportedly on the Customer's behalf or for personal or other purposes.

14. Use of User Name: You will ensure that your User Name will be used only by you.

15. Different Levels of Access: At the request of the Customer, Friendly Eagle Software may provide different levels of access to The OPTIC System™. If this is the case, a User's ability to use The OPTIC System™ will be limited by the level of access that Friendly Eagle Software provides to him or her. It is the responsibility of the Customer to ensure that the level of access provided to a particular User is appropriate for that person.

16. Authorized Use / Entry Errors: The Customer accepts the responsibility for all losses, damages or expenses that result if: a User uses a User Name and Password, whether with or without the Customer's specific authorization in any particular instance; a User authorizes anyone else to use a User Name and Password; or a User makes entry errors.

17. Indemnity by Customer: The Customer agrees to indemnify and save the Forge Parties harmless from and against losses, damages or expenses that the Forge Parties may incur (other than due to a Forge Party's own gross negligence or misconduct), including without limitation legal fees and disbursements reasonably incurred by the Forge Parties arising from a breach by the Customer or a User of any part of these Terms and Conditions or the use by the Customer or a User of The OPTIC System™, including third party claims. This indemnity is in addition to any other indemnity or assurance against loss that the Customer may provide to Friendly Eagle Software, and will survive termination or expiry of the agreement of which these Terms and Conditions are a part.

18. Passwords, Anti-Virus Program and Firewall: The Customer will ensure that each User follows the duties in Sections 7 and 9 of these Terms and Conditions, including the duty to carefully choose a Password, the duty to keep Passwords secret, and the duty to change Passwords and notify the Customer if the User suspects that someone else knows a Password or is using his or her User Name. In addition, the Customer will ensure that each computer that a User uses to access The OPTIC System™ on behalf of the Customer has an up-to-date anti-virus program and a firewall.

PART D: SUPPORT, FEEDBACK AND CHANGES TO THE SYSTEM

19. Support: Technical Support, as made available through The OPTIC System™, covers reasonable assistance with using The OPTIC System™ as it currently exists, including troubleshooting issues with its existing functionality. Technical Support does not include new features, enhancements, custom reports, data bridges or interfaces, data imports or exports outside of existing functionality, or other custom work, which may only be available through a separate engagement, to be quoted and agreed to in writing before any such work begins.

20. Support Response: Friendly Eagle Software provides Technical Support on a commercially reasonable efforts basis. Unless a specific service level is agreed to in a separate written agreement, no particular response time or resolution time for Technical Support is guaranteed.

21. Support Communications: For training and quality control purposes, Friendly Eagle Software may monitor or record communications (including phone calls) between you and Friendly Eagle Software's Technical Support personnel.

22. Feedback: If you or the Customer provide Friendly Eagle Software with suggestions, ideas, enhancement requests or other feedback regarding The OPTIC System™, you grant Friendly Eagle Software a perpetual, irrevocable, royalty-free right to use, modify and incorporate that feedback into The OPTIC System™ or any other product or service, without any obligation, compensation, attribution or exclusivity owed to you or the Customer.

23. Product Roadmap: Friendly Eagle Software determines, in its sole discretion, which features, enhancements and changes are made to The OPTIC System™, and when. Submitting a feature request, suggestion or complaint does not, by itself, create any obligation for Friendly Eagle Software to implement, develop or release it, whether for free or for a fee.

24. Custom Work: Unless otherwise agreed in writing, any custom development work that Friendly Eagle Software performs for the Customer, including a data bridge or an interface built to connect The OPTIC System™ with another system, remains the property of Friendly Eagle Software. The Customer is granted a non-exclusive right to use that custom work as part of The OPTIC System™ for as long as the Customer's agreement with Friendly Eagle Software remains in effect.

25. Suspension and Termination for Cause: Friendly Eagle Software may suspend or terminate a User's access to The OPTIC System™, with or without notice, if that User engages in abusive, threatening or harassing conduct toward Friendly Eagle Software's personnel, submits repeated frivolous or bad-faith complaints, or otherwise breaches these Terms and Conditions. Suspending or terminating a User's access under this Section does not relieve the Customer of its obligations under any other agreement with Friendly Eagle Software.

26. Service & Third-Party Dependency Disruption: The OPTIC System™ relies on cloud hosting, Internet connectivity, and third-party services (such as SMS messaging and mapping services) that are outside of Friendly Eagle Software's control. Friendly Eagle Software is not liable for any interruption, degradation or unavailability of The OPTIC System™ resulting from a disruption to any of these, whether temporary or permanent. If a third-party service that a feature of The OPTIC System™ depends on becomes unavailable, is discontinued, or becomes commercially impractical for Friendly Eagle Software to continue offering (including due to a material increase in that service's cost), Friendly Eagle Software may modify, limit, suspend or discontinue that feature, with notice to the Customer where reasonably practical.

27. Underlying Service Providers: Some features of The OPTIC System™ (such as SMS messaging) are delivered through underlying third-party carriers and service providers. You acknowledge that you have no contractual relationship with, and are not a third-party beneficiary of any agreement between Friendly Eagle Software and, any such underlying carrier or service provider, and that the underlying carrier or service provider makes no representations or warranties to you and has no liability to you of any kind.

28. Fee Review: Friendly Eagle Software reviews its service fees from time to time to help ensure they remain aligned with prevailing economic conditions, including inflation (e.g. the Consumer Price Index), currency fluctuations, and changes in the cost of third-party services that The OPTIC System™ depends on. Friendly Eagle Software will provide the Customer with reasonable advance notice of any fee change.

29. Billing; Late Payment: Service fees are billed in accordance with the Customer's agreement with Friendly Eagle Software. If a payment is not received when due, Friendly Eagle Software may charge interest on the overdue amount at the highest rate allowed by applicable law and may suspend the Customer's and its Users' access to The OPTIC System™ until the overdue amount, including any accrued interest, is paid in full.

PART E: LIABILITY AND WARRANTIES

30. Acknowledgement of Risk: Each of the Customer and User acknowledges that improper use of The OPTIC System™, including the input of incorrect information and the circumventing the warning systems included therein, can endanger human safety and the environment and agrees to use its or his best efforts to ensure proper use of The OPTIC System™.

31. No Indirect Damages: The Forge Parties will not be liable in any case for any indirect losses, damages or expenses (including any special, incidental or consequential damages or any damages for loss of profit, business or opportunity), regardless of the cause of action, including negligence, and even if the Forge Parties are advised of the possibility of such damages.

32. No Liability in Certain Cases: Subject to the governing law of your jurisdiction, the Forge Parties will not be liable for any direct or indirect losses, damages or expenses of any kind (including any special, incidental or consequential damages or any damages for loss of profit, business or opportunity) arising out of the following, regardless of the cause of action, including negligence, and even if the Forge Parties are advised of the possibility of such damages:
- any input errors you make, or your failure to sign off of The OPTIC System™ after you finish using it;
- failure to use up-to-date virus-scanning software and a firewall on the personal computer you use to access The OPTIC System™;
- government restrictions or actions;
- a failure by Friendly Eagle Software to perform under the agreement to which these Terms and Conditions are a part, or delays, errors or interruptions of The OPTIC System™, that result from acts beyond Friendly Eagle Software's reasonable control including acts of God, strikes, postal interruptions, lockouts, riots, acts of war, epidemics, fire, communication line failures, power failures, equipment or software malfunction, earthquakes or other disasters; or
- the circumstances where these Terms and Conditions indicate that the Forge Parties will not be liable or responsible.

33. No Warranties: Except for explicit promises Friendly Eagle Software makes to you in another agreement in writing, the Forge Parties disclaim any and all warranties and conditions (including any oral, implied or statutory warranties and conditions) regarding the nature, quality or character of The OPTIC System™.

34. Limitation Period: Except where prohibited by applicable law, any claim or cause of action arising out of or related to these Terms and Conditions or your use of The OPTIC System™ must be filed within two (2) months after the claim or cause of action arose, failing which it is permanently barred.

PART F: PRIVACY POLICY

35. Customer privacy and security are our top priority. We do not sell or resell customer information to anyone. Our cloud and backup servers are located in Canada in a secure facility with 24/7 customer support. We comply overall with all applicable Canadian laws and regulations, therefore including Alberta's Personal Information Protection Act (https://www.alberta.ca/personal-information-protection-act.aspx).

36. Backup Responsibility: While Friendly Eagle Software maintains backups of data stored in The OPTIC System™, as described above, those backups are maintained on a best-efforts basis and are not a guarantee against all possible data loss. The Customer is responsible for maintaining its own exports or backups of any data in The OPTIC System™ that it considers critical.

37. Restoring Data from Backups: Where the Customer requests that data be restored from the backups described in Section 36, Friendly Eagle Software may, at its discretion, perform that restoration for a fee to be quoted at the time of the request, and may make the restored data available within The OPTIC System™ for a limited period of time.

38. Third-Party Data Sharing: By default, no Customer data or personal information is shared with any third-party entity. Any such sharing is done only with the Customer's consent, as agreed to when building a data bridge or, more generally, an interface with another system.

39. Processing Outside of Canada: Some third-party service providers that The OPTIC System™ relies on for certain features - for example, sending SMS messages (including for multi-factor authentication) and emails, or providing maps and video content - are based outside of Canada. Where this is the case, the information needed to provide that specific feature (such as a phone number or email address) may be processed or transmitted outside of Canada, through that provider's own infrastructure and in accordance with their own privacy policy.

40. Cookies: The OPTIC System™ uses cookies that are necessary for it to work, including a session cookie to keep you signed in and, where multi-factor authentication is enabled, a cookie that remembers for up to 24 hours that your browser has already completed multi-factor authentication. We do not use cookies for advertising or behavioural tracking. Some pages embed third-party content, such as Google Maps or YouTube videos (for example in Help articles or Release Notes), which may set their own cookies in accordance with that third party's own privacy policy.

41. Our Web and mobile applications use secure encryption (https) for communication. Passwords are stored in an encrypted format. The information that we store in our servers is protected by security configurations, defining what an individual can provide (add), see (view), edit or delete. It is the responsibility of the customer to assign the appropriate level of security to its personnel and overall, what information is provided, stored and retrieved into / from our servers and shared with other parties. Even though we can make any change in the system, we do not intervene unless explicitly requested by valid (e.g. still employed by customer) and authorized personnel representing the customer. Essentially all changes made in the system are tracked automatically by our "fingerprinting" system, allowing to tell who modified or deleted data from database and when. We make every reasonable effort to prevent any loss, misuse, disclosure or modification of personal information, as well as any unauthorized access to personal information.

42. If customer services are cancelled, we continue to maintain customer data for the six following months after the cancellation date, after which all data is permanently deleted; we check in advance with the customer to find out if data needs to be deleted sooner / immediately or if the data needs to be preserved for more than six months.

43. The Privacy Commissioner of Canada provides advice and information for individuals about protecting personal information, enforcing federal privacy laws that set out the rules for how federal government institutions and certain businesses must handle personal information (https://www.priv.gc.ca/en/contact-the-opc):
30, Victoria Street, Gatineau, Quebec K1A 1H3
Toll-free: 1-800-282-1376
Phone: (819) 994-5444
TTY: (819) 994-6591

44. The Information and Privacy Commissioner of Alberta protects and promotes the access and privacy rights of all Albertans (https://www.oipc.ab.ca):
#410, 9925 - 109 Street NW, Edmonton, AB T5K 2J8
Phone: 780-422-6860 Suite 2460, 801 6 Avenue SW, Calgary, AB T2P 3W2
Phone: 403-297-2728

Toll-Free: 1-888-878-4044
Email: generalinfo@oipc.ab.ca

PART G: OTHER

45. Definitions: In these Terms and Conditions:
(a) "File" means any file that a User or the Customer has in The OPTIC System™, including a reference (e.g. a URL) to an external, third-party file that is not itself stored within The OPTIC System™'s storage;
(b) "Customer" means the party that has entered into an agreement with Friendly Eagle Software pursuant to which The OPTIC System™ is made available to you, which may be your employer or a party for whom you provide services under contract;
(c) "User" means an individual that has been authorized by a Customer to use The OPTIC System™ on its behalf, and who has received a User Name and Password intended for Customer use from us;
(d) "Friendly Eagle Software" or "Friendly Eagle" means Friendly Eagle Software Inc.
(e) "including" means including but not limited to;
(f) "Instruction" means an instruction that is communicated to The OPTIC System™ after Password authentication through The OPTIC System™, including information that is entered into The OPTIC System™ by Users;
(g) "Password" means any passwords you use to sign on to or use The OPTIC System™, and the answers to any online personal verification questions you have chosen that permit you to sign on to The OPTIC System™ if you forget your password;
(h) "Service" means any product or service you can access through The OPTIC System™;
(i) "User Name" means the name you use to sign on to The OPTIC System™;
(j) "Active Employee", from a billing perspective (monthly service fee calculation), means an employee whose status has been switched to Active at least once during billing month, or inactive employee for which edits have been performed on their corresponding Training, Apprenticeship, Trades or Projects records (e.g. inactive employee for which a new training record has been added); similarly, for Online Training module, an employee is considered active if any features of that module have been used (e.g. accessing training material, uploading documents for approval or taking an online test);
(k) "Web Site" or "Website" means the Web site operated by Friendly Eagle Software or a Friendly Eagle Software affiliate through which you sign on to The OPTIC System™;
(l) "You" and "your" means the user of The OPTIC System™, subject to the expanded definition of "you" and "your" that applies in the circumstances set out in Section 13.

46. Entire Agreement: These Terms and Conditions, together with any other written agreement between the Customer and Friendly Eagle Software, constitute the entire agreement regarding The OPTIC System™ and supersede all prior oral or written understandings on that subject. No statement, representation or promise made by any Friendly Eagle Software personnel that is not contained in a written agreement signed by an authorized representative of Friendly Eagle Software is binding on Friendly Eagle Software.

47. Severability: If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

48. Waiver: No failure or delay by Friendly Eagle Software in exercising any right under these Terms and Conditions will operate as a waiver of that right, and no waiver of any provision will be effective unless made in writing and signed by an authorized representative of Friendly Eagle Software.

49. Assignment: Friendly Eagle Software may assign or transfer these Terms and Conditions, or any agreement of which they are a part, including in connection with a sale, merger, reorganization, or the license transition described in Section 11, without the Customer's consent. The Customer may not assign or transfer its rights or obligations under these Terms and Conditions without Friendly Eagle Software's prior written consent.

50. Governing Law: Except if prohibited by the laws of your jurisdiction, these Terms and Conditions will be governed by the laws of Alberta and the laws of Canada applicable in Alberta.

51. Quebec Only: You and the Customer confirm that you prefer these Terms and Conditions and any related documents be in English. Vous confirmez preferer que cette convention et les documents s'y rattachant soient rediges en anglais.