TERMS OF USE

Welcome to Val Shah Corp. d/b/a DROM (hereinafter, “DROM”, “us”, “our” or “we” as context dictates). The terms set out below (these “Terms of Use”) in combination with our Privacy Policy which is incorporated by reference and available at our website (these Terms of Use together with such other documents, our “Terms”), govern use of any of the DROM Nation website, products or services in connection with the DROM Certification and Instructor Support Materials (collectively, the “Services”). Nothing set out in any other document shall override the terms herein unless specifically agreed upon in writing by us.

Please read our Terms carefully since they are legally binding to anyone who uses our Services. There are sections in our Terms which contain important information about use, rights, liability, and your obligations and matters related to disputes, including the exclusive use of arbitration to resolve disputes.

By agreeing to these Terms, you expressly acknowledge that you have read these Terms and agree to all terms and conditions herein. If you do not, or are unable to, agree to our Terms, please do not use our Services. For any clarification, please contact us at [email protected] Any continued use of the Services by you shall be considered to express your consent and agreement with our Terms.

1. Definitions
“Account” means an account that was registered on our Website and created for the purposes of

accessing our Products and/or Services.

“Aggregated Information” means all information derived from your use of the Services and includes without limitation, usage information, data and other content, provided however, such information shall not be able to reveal the identity of you.

“Content” means any information, including text, documents, articles, blogs, links, reports, data, databases, files, tools, e-mail, code, photographs, pictures, images, audio, video, postings, graphics (including illustrations and animations), comments, opinions, postings, messages, interfaces, webpages, files, software, product names, company names, trade-marks, logos, trade names, survey responses, or other materials.

“Credentials” means Account log-in and other details which are relevant to access the Services.

“Handle” means to process, record, transfer, access, receive, use, disclose, retain, dispose of, destroy, manage, collect, store, or otherwise handle and any variation of “Handle” and “Handling” has the same meaning depending on the context.

“Intellectual Property” means inventions, discoveries, or improvements (whether patented or able to be patented and whether or not reduced to practice), including patents, patent applications, certificates of invention, utility models, continuations, continuations-in-part, provisionals, divisions, reissues, renewals, re-examinations and extensions thereof; trade secrets, know-how, designs, methodologies, processes, rights in data, and similar rights; semiconductor chip protection and mask work right; the protection of works of authorship or expression and copyright (whether or not registered); trademark, trade names, service marks, logos, domain names and trade dress; and similar rights under any laws or international conventions throughout the world, whether now existing or hereafter arising or developed, including the right to apply for registrations, certificates, or renewals with respect thereto, the rights to prosecute, enforce, and obtain damages.

“Intellectual Property Rights” means any rights pertaining to Intellectual Property. EDC_LAW\ 2320278\4

page1image2907147744 page1image2907148000 page1image2907148320

“Laws” means any statute, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order or other requirement or rule of law of any governmental authority.

“DROM Content” means any Content provided by us in provision of the Services.
“Third Party Providers” means any independent third party provider that may be accessible through

our Services.

“Website” or “App” means (i) any website (including www.drompractice.com & www.dromnation.com) and a sub-domain or any such websites, and (ii) any mobile application for such websites or any other website operated by us, in connection with the Services provided to you.

  1. Understanding our Role

    1. (a)  We are only responsible for providing you (“you” or “your” as context dictates) access to the Services. We provide the Services in our own personal or corporate capacities, and not as employees, agents, of any other party.

    2. (b)  Our Services are provided “as is”, subject to the terms herein.

    3. (c)  We are not providing a medical service, or profess to offer any cures. If you have any reservations about our Services, please consult a doctor to assess whether any service we provide is compatible with your health and ability. Please see Disclaimer for further details herein.

    4. (d)  Our instructors providing Services are not medically trained and their instructions should not be followed if you feel uncomfortable.

  2. Service Offering; Accounts

    1. (a)  Right to Use. Subject to our Terms, we hereby grant you a limited, revocable and non- transferable right to use the Services. Your ability to utilize the Services will require setting up an Account.

    2. (b)  Registration and Account Set-up. You must create an Account on our Website in order to use the Services. Once an Account is created, you are responsible for any and all use of the Account and for your interactions with third parties. All registration information provided by you shall be truthful and accurate. You should also inform us promptly of any changes to the information provided in order to ensure effective communication with DROM.

    3. (c)  Credentials Management and Incidents. You shall: (1) keep your Credentials strictly confidential and secure; (2) not use the Credentials of a third party; and (3) inform us immediately if the confidentiality of any part of your Credentials has been compromised (e.g. you have shared your Credentials with a third party or you believe there is a credible chance of the security of your Account being compromised).

    4. (d)  Suspicious Activity.

(i) If we suspect any unauthorized access to your Account or that there is suspicious activity in relation to your Account, we retain the right, but do not have the obligation, to suspend your Account and take any other related action as we deem reasonable, and you agree to assist in executing such actions, which may involve your resetting of passwords or taking other measures as may be required.

page2image2909635072

EDC_LAW\ 2320278\4

(ii) If any communication you receive looks suspicious or has links that you do not expect, please do not open or click through. Instead, email us at [insert generic contact email].

  1. Fees and Payment

    1. (a)  Fees Payable by You. All fees that are owed for your use of Services and methods to pay such fees shall be as set out on our Website or, if you are an organization purchasing services for your employees or other end users, in the applicable order form. We reserve the right to deploy special benefits and features which may have additional fees associated with them but we will not charge you without notifying you and giving you an opportunity to opt out.

    2. (b)  Refunds. We do not provide pro-rated refunds for any reason, including terminating your Account. If we terminate, suspend or remove your Account in connection with your violation of our Terms, we shall do so without any liability to you.

    3. (c)  Fee Changes. We may in the future implement a new fee, or modify an existing fee, for certain current or future Services offered. If we revise our fees, we shall notify you by posting the revisions on the Website or by sending you an email.

    4. (d)  Currency. All fees and transactions shall be in Canadian dollars

  2. Representations, Warranties and Covenants

    1. (a)  You acknowledge and agree that: (1) you are 18 years old or older; (2) you have the authority to bind yourself, or such other party which you may be representing, to our Terms; and (3) any information you provide is accurate.

    2. (b)  Restricted Actions. You covenant that you shall not, or shall not assist, encourage, or enable others to (as determined by DROM):

      1. (i)  register for more than one Account at a time;

      2. (ii)  misrepresent your identity (e.g. represent to anyone in relation to DROM that you are someone else or you are affiliated with someone that you are not);

      3. (iii)  in regards to any fees which may be payable for the Services, circumvent the payment methodology of the Services;

      4. (iv)  share your Account log-in details with any person other than those expressly authorized by you;

      5. (v)  use any information obtained from the Services in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any third party without their prior explicit consent;

      6. (vi)  imply or represent a DROM endorsement or partnership of any kind without our express written permission;

      7. (vii)  reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, or create derivative works based on the Services without our written consent;

      8. (viii)  reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms in any part of the Services;

EDC_LAW\ 2320278\4

EDC_LAW\ 2320278\4

networks through hacking, password mining or any other means;

  1. (ix)  rent, lease, loan, sell, resell, assign, timeshare, offer in a service bureau, or otherwise make any part of the Services available to any third party without our written consent;

  2. (x)  damage, disrupt, disable, overburden or impair our servers or network, or interfere with any other party’s use or enjoyment of the Services;

  3. (xi)  access the Services in order to build a commercially available product or service which competes with the Services;

  4. (xii)  copy any content, features, functions, integrations, interfaces or graphics which are part of the Services or Platform, including by way of using crawling or, scraping technologies;

  5. (xiii)  violate any Laws;

  6. (xiv)  violate any obligations, including confidentiality obligations, you might have towards a third party;

  7. (xv)  make statements on any part of DROM on any topic associated with us, particularly regarding the Services, which could reasonably be considered false or misleading;

  8. (xvi)  willfully tamper with the security of the Website, including attempting to probe, scan or test the vulnerability of the Website or to breach its security or authentication measures;

  9. (xvii)  share any sensitive data with us which, in the normal course of events, would demand special handling and introduce a security burden on us that is not agreed upon by us in writing in advance of receipt of such data;

  10. (xviii)  send messages in violation of any applicable anti-spam law;

  11. (xix)  transmit any information, through the Website or in any other manner, which may: (1) be false, misleading, offensive, unlawful, threatening, abusive, libelous, defamatory, harassing, fraudulent, obscene, vulgar, indecent, inflammatory, sexually explicit, pornographic or profane; (2) promote illegal activities, racism, bigotry, hatred or physical harm of any kind against any group or individual; (3) solicit passwords or personal information from anyone; (4) be in violation of a third party’s Intellectual Property Rights or is subject to Intellectual Property Rights; (5) be considered “spam” (including machine or randomly-generated, unauthorized or unsolicited advertising, chain letters, junk mail, and any other form of unauthorized solicitation or any form of lottery or gambling); (6) except as expressly approved by us, involve commercial activities and/or promotions such as contests, sweepstakes, barter, advertising, or pyramid schemes; (7) contain or install any viruses, worms, malware, Trojan horses, time bombs, cancelbots, corrupted files, or other content that is designed or intended to disrupt, damage or limit the function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; and (8) violate the privacy of any third party;

  12. (xx)  cover or obscure any banner advertisements on the Services, or any DROM page via HTML/CSS, scripting, or any other means;

  13. (xxi)  attempt to gain unauthorized access to the Services or our computer systems or

  1. (xxii)  interfere with, disrupt, or modify any functionality of the Services; and

  2. (xxiii)  otherwise violate our Terms or DROM’s policies or create liability for us.

We reserve the right to investigate and prosecute, to the fullest extent of the law, any violation of the subsections above.

6.

7.

Proprietary Rights

(a) Ownership and Reservation of Rights to DROM Intellectual Property.

  1. (i)  DROM and its licensors own all Intellectual Property Rights in the Services and any Content provided by us or our licensors.

  2. (ii)  You shall not obtain any ownership interest in the Services or DROM Content as a result of your access or use of Services.

Copyright Policy

The trademarks, logos and service marks (“Marks”) displayed in the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Mark. Please contact us if you would like to use our Marks.

8. Your Input

You may from time to time make suggestions or recommendations in respect of our Services, including without limitation, new Service features or functionality, or any comments, questions, suggestions, or the like ("Feedback"). You hereby assigns to DROM all right, title, and interest in such Feedback, and acknowledge that we are free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

  1. Indemnification

    1. (a)  You agree to defend, indemnify, and hold harmless DROM, its officers, directors, board members, advisors, subcontractors, employees, agents, successors and permitted assigns from and against any and all claims and expenses, including legal fees and disbursements, arising out of: your improper use of the Services or Platform, including your violation of any of the provisions in these Terms of Use; allegation of facts that, if true, would constitute your breach of any of your representations, warranties, covenants or obligations under these Terms of Use; or negligence or willful misconduct by you or any third party on your behalf in connection with the Services.

    2. (b)  We may, at our sole discretion and expense, choose to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without our written consent.

  2. Liability

UNDER NO CIRCUMSTANCES SHALL LUNARIA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND PERMITTED ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM OR RELATING TO THE USE OF THE SERVICES OR PLATFORM EVEN IF LUNARIA HAS BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGES. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY LOSS OF PROFIT, EARNINGS, ANTICIPATED EARNINGS, INTERRUPTION OR LOSS OF

EDC_LAW\ 2320278\4

BUSINESS, OR ANY CONSEQUENTIAL LOSSES, PROBLEMS, OR FAULT HOWSOEVER ARISING OUT OF OR RELATING TO THE USE OF THE SERVICES OR PLATFORM.

UNDER NO CIRCUMSTANCES SHALL LUNARIA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND PERMITTED ASSIGNS BE LIABLE TO YOU OR ANY PERSON WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY SERVICES OR GOODS RECEIVED THROUGH, ADVERTISED ON, OR PROVIDED BY THE PLATFORM, OR USE OF THE SERVICES AND THE PLATFORM.

UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR THE ACTS, OMISSIONS OR CONDUCT OF ANY THIRD PARTY.

TO THE FULLEST EXTENT OF THE LAW, WITHOUT LIMITING THE FOREGOING IN THIS SECTION ENTITLED “LIABILITY” THE LIMIT ON LUNARIA’S TOTAL CUMULATIVE LIABILITY TO YOU OR ANY PERSON FOR ANY CLAIMS ARISING FROM OR RELATING TO THE SERVICES SHALL BE LIMITED TO THE AMOUNTS YOU PAID TO US IN THE TWELVE MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO THE CLAIM.

Should a jurisdiction that does not allow the exclusion of incidental, special or consequential damages apply to these Terms of Use, the total liability to you or any person in connection with any incidental, special or consequential damages shall be limited by the above paragraph of this section entitled “Liability.”

11. Disclaimer

THIS SERVICE OFFERS HEALTH, FITNESS AND NUTRITIONAL INFORMATION AND IS DESIGNED FOR EDUCATIONAL PURPOSES ONLY. YOU SHOULD NOT RELY ON THIS INFORMATION AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN OR OTHER HEALTH- CARE PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTH-CARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ OR HEARD DURING THE PERFORMANCE OF THIS SERVICE. THE USE OF ANY INFORMATION PROVIDED BY THIS SERVICE IS SOLELY AT YOUR OWN RISK.

NOTHING STATED OR MADE AVAILABLE THROUGH ANY SERVICES ARE INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR COUNSELING CARE. FOR PURPOSES OF THIS AGREEMENT, THE PRACTICE OF MEDICINE AND COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH CARE TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE.

DROM MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO THE ACCURACY, COMPLETENESS OR APPROPRIATENESS OF THE SERVICE FOR ANY PURPOSE. IN THAT REGARD, DEVELOPMENTS IN MEDICAL RESEARCH MAY IMPACT THE HEALTH, FITNESS AND NUTRITIONAL ADVICE THAT APPEARS HERE. NO ASSURANCE CAN BE GIVEN THAT THE ADVICE PROVIDED DURING THE PERFORMANCE OF THIS SERVICE WILL ALWAYS INCLUDE THE MOST RECENT FINDINGS OR DEVELOPMENTS WITH RESPECT TO THE PARTICULAR MATERIAL.

12. Permission for Communication

We use email and other electronic means to stay in touch with you. You agree that when you provide us your e-mail address or personally identifying information (e.g. name, address) during or prior to access to the Services or use of any other service or tool provided through or on the Platform, you: (1)

consent to receive communications from us, our affiliates, and applicable Third Party Providers in EDC_LAW\ 2320278\4

electronic formats, including via the email address you have submitted or other agreed upon contact methods; (2) can opt-out from receiving communication from any such party at any time by completing the formalities on the Website, by emailing [email protected] to be removed from such communication, or by unsubscribing using the “unsubscribe” option in our emails, but we do not take on any liability for any communication of another party to you, particularly if you have provided your contact information to them independently; and (3) agree that our Terms, agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications would satisfy if they were in writing and physically presented to you.

12. Governing Law

Our Terms and any access to or use of the Services shall be governed by, and construed in accordance with the internal laws of the Province of Ontario and the federal laws of Canada, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the province of Ontario. In respect of any dispute arising from our Terms and Services, you and DROM irrevocably agree to submit to the personal and exclusive jurisdiction of the courts of the province of Ontario, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.

  1. Termination

    1. (a)  Our Terms shall be deemed to be applicable to you upon registration of your Account and shall terminate for you only upon termination of your Account through the means provided on the Website. Abandonment or non-use of the Account shall not lead to an automatic termination of your Account.

    2. (b)  We may suspend or terminate your access to all or any part of the Services at any time with or without cause and with or without notice, effective immediately and for any reason deemed appropriate in our sole discretion. We may delete your Account information from our live databases if our Terms or your Account is terminated. We will not have any liability whatsoever to you for any termination of your Account or related deletion of your information.

    3. (c)  Upon termination of your Account, (1) all rights, licenses, consents and authorizations granted pursuant to these Terms of Use shall immediately terminate, and (2) we may disable your access to the Services.

    4. (d)  Notwithstanding anything to the contrary in these Terms of Use, with respect to information and materials then in our possession or control:

      1. (i)  we may retain any of your data in our backups, archives and disaster recovery systems until such data is deleted in the ordinary course of business; and

      2. (ii)  all information and materials described in subsection (i) above shall remain subject to all confidentiality, security and other applicable requirements of our Terms.

  2. Modification of our Terms and Services

    1. (a)  DROM reserves the right, at our sole discretion, to amend these Terms of Use at any

      time and shall update these Terms of Use in the event of any such amendments.

    2. (b)  If our Terms are modified in a way we consider significant, we shall post the amended Terms on our Website. Although we shall take reasonable steps to notify you of such significant changes made, you are expected to check our Terms periodically for any

      amendments. Your continued use of our Services following such notification shall

EDC_LAW\ 2320278\4

15.

constitute your affirmative acknowledgement of these Terms of Use and agreement to be bound by our Terms, as amended. If at any time you choose not to accept our revised Terms, including following receipt of notification of any modifications made hereto, then please do not use the Services and as applicable, terminate your Account.

(c) The Services may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.

(d) If you sign up for additional features and services that are governed by additional terms and conditions, we will inform you accordingly when you sign up for these additional features and services. Unless otherwise provided by the additional terms and conditions, such additional terms and conditions are hereby incorporated into our Terms by reference.

Waiver of Class Proceedings

You hereby waive any right you may have to commence or participate in any class action lawsuit against DROM related to any claim, dispute or controversy and, where applicable, you hereby agree to opt out of any class proceeding against DROM otherwise commenced.

16. Force Majeure

Any delay in the performance of any duties or obligations of either party will not be considered a breach of our Terms if such delay is caused by a labour dispute, shortage of materials, fire, earthquake, flood, pandemic (whether declared or not), war, terrorism, cyber-terrorism, cable cuts, governmental act or order, failures of common carriers (including Internet service providers), acts of God, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.

17. Severability

If any portion or provision of our Terms shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of our Terms, or the application of such portion of provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of our Terms shall be valid and enforceable to the fullest extent permitted by law.

18. Headings and Summaries

The headings, captions and summaries in these Terms of Use are for convenience only and in no way define or describe the scope or content of any provision of these Terms of Use.

19. Notices

Except as otherwise stated in our Terms or as expressly required by law, any notice to us, including for purposes of termination, shall be given in writing by email to [email protected]

Any notice to you shall be given to the most current email address associated with your Account.

20. Other Rules of Interpretation

Any reference to gender includes all genders; words importing the singular number only shall include the plural and vice versa; the word “or” is not exclusive; the words “including”, “includes” and “include” mean “including without limitation”; and “shall” means “will” and “must”, all three of which can be changed interchangeably and shall not mean “may”.

EDC_LAW\ 2320278\4

21. No Waiver of Covenants

Failure by any party to insist upon the strict performance of any of the covenants, agreements, terms, provisions or conditions contained in our Terms or to exercise any election shall not be construed as a waiver or relinquishment of such covenant, agreement, term, provision or condition but the same shall continue and remain in full force. No waiver shall be deemed to have been made unless expressed in writing.

22. Surviving Provisions

Only the following provisions of our Terms of Use shall survive following any termination or expiration: Section 5 (Representations, Warranties and Covenants), Section 6 (Proprietary Rights), Section 7 (Copyright Policy), Section 8 (Your Input), Section 9 (Indemnification), Section 10 (Liability), Section 11 (Permission for Communication), Section 12 (Governing Law), Section 13(d) (Termination), Section 15 (Waiver of Class Proceeding), and Sections 17-23.

23. Entire Agreement

These Terms of Use, in combination with all policies and guidelines of DROM (including the Privacy Policy), incorporated by reference, constitute the entire agreement between DROM and you and supersede all prior communications, agreements and understandings, written or oral, with respect to the subject matter of our Terms. Our Terms attach to each order for our Services, and to the extent there is a conflict with any purchase order or order form for procurement of our Services, whether online or on another party’s contract, our Terms shall govern unless we specify in writing which clauses herein are overruled by the applicable artifact.