GREENLIGHT

This Terms of Use Agreement (the "Agreement") apply to your rights and responsibilities and states the terms and conditions under which you may use the Greenlight Credentials, LLC ("Greenlight") website at www.glcredentials.com and all associated sites linked to http://GreenLightLocker.com by GreenLight, and its subsidiaries and affiliates. The GreenLight website and affiliated sites are referred to collectively as the "Site".

Please read the following terms and conditions carefully. By accessing the Site, registering with the Site, and/or using any of the products and services made available directly or indirectly thereon (individually and collectively, the "Services"), you agree to be bound by the then current terms and conditions of this Agreement (except as otherwise agreed in writing with GreenLight), and your continued access to the Site and/or use of such Services constitutes your acceptance of any additional or different terms and conditions added to this Agreement in the future. Your use of, and participation in, certain Services may be subject to additional terms ("Supplemental Terms") and such Supplemental Terms will be listed in this Agreement or presented to you for your acceptance when you request use of or access to the supplemental Services. If you are under the age of 13 your parent or legal guardian must agree to the terms of this Agreement before you may use the website. If you do not accept all of the terms and conditions of this Agreement, do not register on the Site, purchase any Services offered on the Site or access any portion of the Site whether or not password-restricted. YOUR ACCESS TO THE SITE OR USE OF ANY SERVICES DIRECTLY OR INDIRECTLY AVAILABLE ON OR THROUGH THE SITE CONSTITUTES YOUR ACCEPTANCE AND, WHERE APPROPRIATE, YOUR PARENT OR LEGAL GUARDIANS ACCEPTANCE OF THESE TERMS AND CONDITIONS.

1. DESCRIPTION OF SERVICES

GreenLight Services are intended for its registered users, which include students, alumni, educational institutions ("Institutions") scholarship organizations and employers ("3rd Party Users") (collectively "Registered Users"). Services made available to Registered Users shall include, but are not limited to: the confidential collection, storage and sharing of student records, transcripts, credentials and other educational attainment information from Institutions and other education providers ("Student Records") for the purpose of supporting Registered Users use of the Services; administration and storage of Student Records for permitted uses by approved employees of Institutions ("Registered Users"); allowing Registered Users to share and receive Student Records with others; and, establish an education and workforce development mechanism to assist Registered Users to identify, engage and create educational and employment opportunities.

Greenlight Credentials utilizes a Distributed Ledger platform to create and support academic lockers where student and alumni Registered Users can securely keep their life-long learning records from their various educational and other institutions establishing their Student Record. Once a student or alumni activates their account, the Student Records associated with that account are owned and controlled by the Registered User. The academic record contained in student and alumni Registered Users accounts are provided by academic institutions, and other third parties. Registered Users seeking to share their Student Records will have full control over the sharing of their evidence of learning contained in their accounts. Shared information is delivered to recipients by secure and encrypted methods in order to protect Registered Users and to promote the purpose of the Services. Recipients of information shared by Registered Users will be able to instantly view and verify that the records are authentic and unaltered. For the purposes of shared Content, GreenLight represents that the Content was written and authored by participating Institutions associated with the Content.

Greenlight Credentials also provides value added services to Registered Users helping them connect with educational and employment opportunities. For the value added services, no personally identifiable information is ever shared with third parties without prior consent and permission. Registered Users remain in complete control of any third party contact through permissions, consents and notices by opting in or opting out of a specific third party contact at any time they desire.

GreenLight may make available for purchase certain Services, including ordering, processing, and delivery of certain student records via electronic media or otherwise. Access to information and records and the purchase of Services pertaining thereto may be password restricted to persons who: (i) are at least 13 years old (and, where applicable, have the required consent), (ii) register with GreenLight and (iii) accept and abide by all of the terms and conditions of this Agreement. Unless explicitly stated otherwise, any new features that augment or enhance the current Services, including the release of new versions thereof, the introduction of new products, services, tools or properties directed at Registered Users or visitors to the Site, shall be subject to this Agreement. GreenLight is under no obligation to update the Site, the Services or any information or data contained on the Site or used in connection with the Services. GreenLight reserves the right at any time and from time to time to modify, discontinue or suspend, temporarily or permanently, its offering of the Services (or any part thereof) without notice or liability to you or any third party.

2. YOUR REGISTRATION OBLIGATIONS

By completing the Services registration for uploading and accessing Student Records, you and/or the Institution represent that you and the Institution are eligible to do so under the Family Education Rights and Privacy Act ("FERPA") or any successor legislation. Upon registration with the GreenLight service, students, alumni, authorized agents, employees of academic institutions and 3rd Party Users will become Registered Users. Registered Users agree to provide true, accurate, current and complete information about themselves as prompted by the applicable registration form and maintain and promptly update such information to keep it true, accurate, current and complete. Institutions and their approved Registered Users agree to upload and provide true, accurate, current, and complete Student Records about its students and/or alumni. Institutions and their Registered Users further agree to maintain and promptly update student and alumni Student Records in order to maintain the truth, accuracy and completeness of same. If you provide any information that is untrue, inaccurate, not current or incomplete, or if GreenLight has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, GreenLight reserves the right to suspend, terminate or delete your account or information including Student Records and refuse any and all current or future use of all or any of the Services.

3. GREENLIGHT PRIVACY POLICY

All information, including your registration information and any information stored or transmitted in any way on the Site, is subject to our Privacy Policy, located at www.glcredentials.com/legal. By using the GreenLight service, you have read, understood, and agree to the terms of the privacy policy.

4. REGISTERED USER ACCOUNT, PASSWORD AND SECURITY

You will receive a password protected Registered User account and a user ID upon completing the registration process. You agree to: (i) maintain the confidentiality of your password, (ii) take full responsibility for all activities by users accessing the Site or the Services through your account(s) (including, without limitation your Registered User account, if applicable), (iii) immediately notify GreenLight of any unauthorized use of your account or any other breach of security that you become aware of, and (iv) ensure that you exit from your account at the end of each session. GreenLight is not responsible for any loss or damage arising from your failure to comply with these requirements.

Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of GreenLight.

5. CONTENT, USE OF SITE

You and other users of the Site, are solely responsible for all the information, data, text, messages, emails, Student Records, or other communications or materials ("Content") that are created, linked, transmitted or otherwise made available by any method on or through the Site. GreenLight is under no obligation to screen or verify the accuracy, reliability, timeliness or appropriateness of such Content communicated in any form through use of the Site. Registered Users have a positive duty to screen and verify the accuracy of Content associated with their accounts. GreenLight may in its sole discretion refuse to post, store or transmit any Content, or move, remove, edit or modify any Content on the Site submitted by you or any third party user.

GreenLight does not claim ownership of any Content communicated via the Site. However, if you post, publish or communicate through the Site, you represent that you have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) or license to use in any manner the Content you are communicating. GreenLight is not responsible for any Content communicated in any form through the Site. When students and alumni become Registered Users of the GreenLight Services, their accounts will be populated with Student Records provided by Institutions. Each student and alumni account together with the information therein shall be solely controlled by the Registered User associated with that individual account. Institutions may block the sharing of Student Records for Registered Users who are not in good standing with that Institution. Registered Users who are blocked from sharing their Student Records must contact their Institution in order to remove the block.

For those instances when Institutions and 3rd Party Users desire to connect with a specific student or alumni Registered User, the decision to approve or deny the connections rests with the student or alumni Registered User. Approvals to connect will be supported and evidenced by an explicit approval from the student or alumni Registered User, which will be stored and archived in the Registered Users account.

Prior to Registered Users sharing Content with Institutions and 3rd Party Users they will explicitly approve, direct and control the sharing of their Content with Institutions and 3rd Party Users. Evidence of a Registered Users approval and direction to share their Content with Institutions and 3rd Party Users shall be collected and archived by GreenLight.

Registered Users will not use the Site and/or the Services to:

  • (a) access, store or transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
  • (b) impersonate any person or entity including, without limitation, any GreenLight employee, agent, or affiliate, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • (c) access, store or transmit any Content that you do not have a right to collect, use, store or transmit under any law or under any contractual or fiduciary relationship (including, without limitation, academic and transcript information and data and other confidential information);
  • (d) access, store or transmit any Content that infringes any intellectual and/or industrial property rights of any kind anywhere in the world of any third party;
  • (e) store or transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
  • (f) access, store or transmit any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • (g) interfere with or disrupt the Site, the Services or any servers or networks connected to the Site or used with the Services, or disobey any requirements, procedures, policies or regulations of any networks connected to the Site or used with the Services; or
  • (h) violate any applicable local, state, national or international law including, without limitation, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, and any other regulations having the force of law.

6. NOTICE

If GreenLight receives notice or determines that any Content is not in keeping with the Terms of Use or the intended use of the Site or Service, GreenLight reserves the right to remove the Content. If you think GreenLight published Content that infringes your copyright, GreenLight will address your concerns; however, if GreenLight believes that its use is legitimate, the Content will not be removed it from the Site.

Please note that we will respond only to notices of alleged infringement that comply with the Digital Millennium Copyright Act (go to www.copyright.gov for the complete text of the Act).

To file a notice of infringement with us, you must provide a written communication (via fax or email with a signed PDF) to our designated copyright agent. For copyright inquiries under the Digital Millenium Copyright Act contact:

Copy Right Agent

13355 Noel Road, Suite 1100

Dallas, Texas 75240

Legal@glcredentials.com

Please note that you will be liable for damages (including costs and attorneys fees) if you materially misrepresent that any material on our site is infringing on your copyrights.

We also reserve the right to publish your letter on the Site.

7. REGISTERED USER CONDUCT AND USE OF THE SITE

GreenLight takes the safety and security of its Registered Users and online visitors very seriously. If GreenLight believes that a Registered User of any account or visitor to the Site is harassing, deceiving, harming or otherwise endangering the physical or emotional well-being of any other person directly or indirectly through the Site or the Services, GreenLight (in its sole discretion) may notify the appropriate law enforcement authorities and cooperate to the full extent requested by such authorities in their investigation of such allegations and in any resulting criminal actions, or third parties in any resulting civil action. Such cooperation may include, without limitation, the disclosure of personally identifying information and/or private communications transmitted through the Site.

8. INDEMNITY

You agree to indemnify, defend and hold GreenLight (and its parents, subsidiaries, affiliates, officers, directors, shareholders, agents, partners, customers and employees) harmless from any claim, demand, suit, damages, losses and costs (including reasonable attorneys' fees) made by any third party due to or arising out of your violation (i) of this Agreement or your Content or (ii) your violation of any law or the rights of any person or entity arising out of or related to the use of the Site or Services. GreenLight reserves the right to assume the exclusive defense and control of any such claim, demand or suit.

This section does not impose additional indemnification requirements for institutions that have separate, current and written agreements with GreenLight.

9. GENERAL PRACTICES REGARDING USE AND STORAGE

You agree that GreenLight may from time to time in its sole discretion establish and modify general practices and limits concerning use of the Services or Site including, without limitation, the order form procedures, document delivery options, and timeliness guarantees (if any). You agree that GreenLight reserves the right to log off Registered User accounts that are inactive for an extended period of time at its sole discretion.

GreenLight may use various ways of verifying information that users have provided. However, none of those ways are perfect, and you agree that GreenLight and its suppliers will have no liability to you arising from any incorrectly verified information.

10. TERMINATION

Unless you have agreed to a specific contract term with GreenLight, you may terminate your Registered User account at any time for any reason by sending an email to GreenLight at support@glcredentials.com requesting such termination. Unless a Registered User is covered by a multiple year contract term and remains in good standing with GreenLight's Terms of Use, GreenLight may without further notice disable access of any Registered User who has not accessed the Site for a period of TWELVE (12) months at which time GreenLight shall remove any Content pertaining to such Registered User.

You agree that GreenLight, in its sole discretion and without notice or liability to you or any third party, may terminate your Registered User account if GreenLight believes that you have violated or acted inconsistently with any term of this Agreement. Termination of this Agreement will not relieve you of any liabilities or obligations accrued on or before the date of termination, or limit any other remedies available to GreenLight arising out of your breach of this Agreement. Your indemnification obligations under Sections 8 and 12 will continue after any termination of this Agreement.

11. LINKS TO/FROM OTHER SITES

For your convenience, GreenLight may provide links to other Internet sites that GreenLight does not maintain. You should not interpret any link to/from other sites as indicating that GreenLight sponsors or endorses the sites or their materials or that the sites are affiliated with GreenLight in any manner. GreenLight is not responsible for anything contained on such sites and makes no warranties or representations about the Contents, products or services offered on such sites. GreenLight is not responsible for and makes no warranties or representations about the Content, products or services offered on any sites that you may elect to use in connection with this site. You agree that it is impossible for GreenLight to monitor such materials and that you access these materials at your own risk.

12. INTELLECTUAL PROPERTY, COPYRIGHT AND TRADEMARK NOTICE

GreenLight, its affiliates and licensors retain all right, title and interest in and to the Site, the Services, all Content provided on the Site (excluding third party Content, if any), and the business process, procedures, methods and techniques used on or in connection with the Site and the Services, and all patent rights, copyrights, trademark rights, trade secret rights and other proprietary rights therein or related thereto (collectively, the "Intellectual Property"). You may not modify, publish, transmit, transfer or sell, license, rent, lease, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit the Intellectual Property, in whole or in part, except as expressly permitted in this Agreement or with the prior written consent of GreenLight. Subject to any third-party license restrictions, you may copy and create derivative works of the Content displayed on the Site solely for your personal, non-commercial, educational use, provided that you do not remove any trademarks, copyright notices or any other notice contained in such Content. You agree not to modify any Site Content, or Site or Services object code or source code in any manner or form, or to use modified versions of such Content or code for any reason including, without limitation, for the purpose of obtaining unauthorized access to the Services. You agree not to access the Services by any means other than through the interface that is provided by GreenLight for use in accessing the Services. The use of any GreenLight (or any GreenLight affiliate or licensor) trademark or service mark without GreenLight's (or the appropriate owner's) express written consent is strictly prohibited.

The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Intellectual Property (including images, text, page layout or form) of GreenLight; (b) access the Intellectual Property in order to build a similar or competitive website or service (c) you shall not use any metatags or other "hidden text" using GreenLight's name or trademarks; or (d) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in the Site. Any future release, update or other addition to the Intellectual Property shall be subject to this Agreement. GreenLight, its suppliers and service providers reserve all rights not granted in this Agreement. Any unauthorized use of the Site or the Services terminates the licenses granted by GreenLight pursuant to this Agreement.

The Site, Services, and Intellectual Property may contain Content provided by other users. GreenLight is not responsible for and does not control such Content. GreenLight has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to any other user's Content. You use all such Content and interact with other users at your own risk. Your interactions with other users are solely between you and the other user and we are under no obligation to become involved. You agree that GreenLight will not be responsible for any liability incurred as the result of such interactions.

You agree that submission of any ideas, suggestions, documents, and/or proposals to GreenLight through its suggestion, feedback, wiki, forum or similar pages ("Feedback") is at your own risk and that GreenLight has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to GreenLight a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Site and the Services.

13. DISCLAIMERS

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

(a) THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. GREENLIGHT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT AS TO THE SITE AND ITS CONTENT, AND THE SERVICES.

(b) GREENLIGHT AND YOU MAKE NO REPRESENTATION OR WARRANTY THAT: (i) THE SITE OR THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, (ii) THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) ANY RESULTS OR INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR THE SERVICES WILL BE ACCURATE, TIMELY OR COMPLETE, AND (iv) ANY ERRORS IN ANY SOFTWARE USED ON THE SITE OR IN CONNECTION WITH THE SERVICES WILL BE CORRECTED. FROM TIME TO TIME, GREENLIGHT MAY OFFER NEW "BETA" FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT GREENLIGHT'S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

(c) EXCEPT AS MAY BE SET FORTH IN A SEPARATE WRITTEN AGREEMENT BETWEEN GREENLIGHT AND YOU, GREENLIGHT IS NOT RESPONSIBLE AND WILL HAVE NO LIABILITY FOR: (i) HARDWARE, SOFTWARE, OTHER ITEMS OR ANY CONTENT, SERVICES OR PRODUCTS PROVIDED BY ANY PERSONS OR ENTITIES OTHER THAN GREENLIGHT, (ii) DAMAGES OF ANY KIND THAT RESULT FROM THE DOWNLOADING OF ANY DATA, PROGRAMS OR ANY OTHER MATERIALS ON THE SITE OR THROUGH THE SERVICES.