AI Materia Inc. provides training services (the “Training Services”) to Customer subject to the following terms and conditions accepted and agreed to by the parties (the “Training Agreement”).

1. Training Fee: The fees due and payable for the Training Services (“Training Fee”) shall be specified in the AI Materia Order provided to Customer for the Training Services or upon checkout if purchased online.

2. Invoicing: If purchased online, payment by credit card is due at checkout. For offline purchases, payment may be made by Interac e-Transfer, check, or wire transfer. If making payment by Interac e-Transfer, the Training Fee is due at the time of your transaction. If paying by check or wire transfer, AI Materia will invoice Customer for the Training Fee upon AI Materia’s receipt and acceptance of a signed Order from Customer. If, in addition to the signed Order, Customer will issue a purchase order for the transaction, the purchase order must be provided to AI Materia for its review and acceptance at the time Customer submits its signed Order. Purchase order terms are Net 30 days. In the event AI Materia does not receive a signed Order and, if applicable, a purchase order from Customer, payment must be received, in full, prior to the commencement of the course. All invoices are due and payable upon receipt. AI Materia may charge Customer a late fee equal to the one and one-half percent (1.5%) of any overdue balance, or the maximum rate allowed by law, whichever is lower, rounded up to the next highest whole month and compounded monthly for any invoices not paid within thirty (30) days of the invoice date.

3. Schedule, Reschedule and Cancellation: The dates for the delivery of the Training Services shall be specified in the Order. Customer shall have the right to cancel or reschedule the Training Services at any time subject to the following conditions:

a. Requests to cancel or reschedule must be made in writing to AI Materia.
b. Cancellation or reschedule more than 28 days prior to the class start date may be done at no charge.
c. Cancellation or reschedule between 28 and 14 days prior to the class start date will incur a cancellation fee equal to 50% of the Training Fee.
d. Cancellation or reschedule less than 14 days prior to the class start date will incur a cancellation fee equal to 80% of the Training Fee.

4. Confidentiality: The parties agree that they will hold as confidential and not disclose to or use for others any secret or confidential information, knowledge or data obtained from the disclosing party, which is identified as being confidential at the time of disclosure, without the other party’s prior written approval unless (i) such information is or becomes available to the general public through publication or disclosure by the disclosing party, (ii) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iv) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this agreement by the receiving party; or (v) is independently developed by the receiving party.

5. Intention of Parties: It is the intention of the parties that AI Materia be an independent contractor and not an employee, agent, joint venture, or partner of Customer. Nothing in this Training Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between AI Materia and either Customer or any employee or agent of Customer.

6. Non-Exclusivity: AI Materia shall retain the right to perform services for others during the term of this Training Agreement.

7. AI Materia Intellectual Property: AI Materia shall retain all copyrights, patents, trade secrets, or other intellectual property rights associated with any AI Materia training materials and related intellectual property (the “AI Materia Training Materials”) that is licensed or otherwise provided to Customer. AI Materia Training Materials shall include, but are not limited to, the virtual training session broadcasts, training manuals, slides, and exercises. Further, all modifications or enhancements made to the AI Materia Training Materials shall belong exclusively to AI Materia. Customer automatically assigns, and shall cause its personnel automatically to assign, without any requirement for consideration, any right, title, or interest it or they may have in any modifications or enhancements to the AI Materia Training Materials, including any copyrights or other intellectual property rights pertaining thereto.

8. AI Materia Training Materials: The AI Materia Training Materials are provided for the individual and sole use of the paid attendee of the class (“Student”) for which the Training Services are provided. The virtual training sessions may not be shared, reproduced, transmitted, or retransmitted in any form or by any means, electronic or mechanical, including photocopying, recording, or any information storage and retrieval system. Furthermore, neither Customer nor any Student shall:

a. a. Copy, disclose, transfer or distribute the AI Materia Training Materials to any party in any form.
b. b. Remove, modify or obscure any copyright, trademark, legal notices or other proprietary notations in the AI Materia Training Materials.
c. c. Make derivative works of the AI Materia Training Materials or combine the AI Materia Training Materials or any part of the AI Materia Training Materials with any other works.
d. d. Use the AI Materia Training Materials in any manner that could be detrimental to AI Materia.

9. Disclaimer: AI Materia shall not be liable for any consequential, special, or indirect damages of any kind, regardless of whether or not AI Materia knew or should have known that such damages were likely. AI Materia’s aggregate liability related to this agreement shall not exceed the fees paid or payable to AI Materia hereunder.

10. Force Majeure: Dates or times by which AI Materia is required to make performance under this Training Agreement shall be postponed automatically to the extent that AI Materia is prevented from meeting them by causes beyond its reasonable control. AI Materia shall not be liable to Customer for any failure or delay caused by events beyond AI Materia’s control, including, without limitation, Customer’s failure to furnish necessary information, sabotage, failures or delays in transportation or communication, failures or substitutions of equipment, labor disputes, accidents, shortages of labor, fuel, raw materials, or equipment, or technical failures.

11. Non-Solicitation: Customer and AI Materia agree not to solicit for employment the employees or contractors of the other party, without prior written consent of the other party, for a period of twenty-four (24) months following the delivery of the Training Services.

12. Partial Invalidity: If any provision in this Training Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

13. Governing Law and Jurisdiction: The parties agree that this Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without giving effect to any principles of conflicts of law.

14. Entire Agreement: Each party acknowledges that it has read this Training Agreement, understands it, and agrees to be bound by its terms. This Training Agreement constitutes the complete agreement between the parties for the onsite Training Services and supersedes all previous agreements or representations, written or oral, with respect to the Training Services specified herein. This Training Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party. In the event the terms of this Training Agreement and the terms of a purchase order issued by Customer conflict, the terms of this Training Agreement shall govern.