Last Updated: June 28, 2024

Skills4Good AI is an edtech leader in Responsible AI education. We bring together professionals passionate about AI to learn foundational skills, share insights, and build valuable connections. At Skills4Good AI Academy, we provide the tools and a community-driven platform to help you thrive in the digital economy using AI for Good.

Welcome to Our Community: Your Guidelines for Participation

These Terms of Use establish the agreement between you and Building Breakthrough Boards Corp. DBA Skills4Good (“we” or “us”) concerning your use of our web services and mobile applications, including the Skills4Good AI Academy and community learning platform that you join as a Member or visit as a prospective Member (collectively the “Service”). Please read this Agreement carefully, as it contains important information governing your participation in the community.

These Terms of Use also apply to your use of our websites at skills4good.ai and skills4good.com (“Websites”).

If you cannot agree to these Terms of Use, please do not use the Service or visit our Websites.

This agreement comprises these terms & conditions of service (including any Annexes and Appendices hereto, “Terms of Use”) together with any current or future Proposals/Order Forms, which are all incorporated into this agreement by this reference (collectively “Agreement”). It is made between Customer (“Customer,” “Member,” or “you”) and Building Breakthrough Boards Corp. DBA Skills4Good (“Skills4Good AI” or “we”). Customer and Skills4Good AI shall each be referred to as a “Party” and collectively referred to as the “Parties” for purposes of this Agreement.

IMPORTANT NOTICE: THIS AGREEMENT IS A BINDING CONTRACT AND GOVERNS THE USE OF AND ACCESS TO THE SKILLS4GOOD AI ACADEMY AND PROFESSIONAL SERVICES BY CUSTOMER, CUSTOMER AGENTS, AND AUTHORIZED USERS. IT ALSO APPLIES TO CUSTOMER’S USE OF SKILLS4GOOD AI’S WEBSITE AT SKILLS4GOOD.AI OR SKILLS4GOOD.COM, INCLUDING USE OF WEB SERVICES AND MOBILE APPLICATIONS.

By accepting this Agreement either by registering, accessing, or using the Skills4Good AI Academy or Professional Services or authorizing or permitting any Customer Agent to register, access, or use the Skills4Good AI Academy or Professional Services ("Services"), Customer agrees to be bound by this Agreement as of the date of such registration, access, or use of the Skills4Good AI Academy or Professional Services (the “Effective Date”). If Customer is entering into this Agreement on behalf of a company, organization, or another legal entity (an “Entity”), Customer is agreeing to this Agreement for that Entity and representing to Skills4Good AI that Customer has the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Customer” or “Customer’s” herein refer to such Entity and its Affiliates. If Customer does not have such authority or disagrees with this Agreement, Customer must not and cannot use or authorize any use of the Skills4Good AI Academy or Professional Services.

This Agreement establishes the terms and conditions under which Customer obtains access to or uses the Skills4Good AI Academy and Professional Services. In the event of any inconsistency or conflict between the terms of this Agreement and the terms of a Proposal/Order Form, the terms of the Proposal/Order Form shall control.

SECTION 1. ACCESS TO SKILLS4GOOD AI ACADEMY

1.1 Online Learning Community. The Skills4Good AI Academy is an online learning community that provides courses, community learning, webinars, events, and resources about the foundations of Artificial Intelligence (AI). It includes Skills4Good AI’s educational and community engagement services, including access to various courses, resources, and community features delivered through Skills4Good AI Academy’s community learning platform via its websites and other online locations. Skills4Good AI will provide the Skills4Good AI Academy in a commercially reasonable and professional manner, keeping with industry standards and practices and following applicable laws and regulations. Skills4Good AI may use subcontractors’ services to deliver the online learning community. Skills4Good AI employees and subcontractors shall remain under its direction and control.

1.2 Subscription Purchase. Customers can purchase a subscription to the Skills4Good AI Academy after agreeing to this Agreement and the Terms of Use. The subscription fee and other charges are specified during the online checkout process on Skills4Good AI’s community learning platform. Customer shall pay the subscription in United States dollars unless otherwise stated.

1.3 Automatic Renewal Clause. Customer’s subscription will automatically renew at the end of each subscription term for an additional term of the same duration unless Customer provides Skills4Good AI with written notice of Customer’s intent not to renew at least 30 days before the end of the current term. Written notice can be emailed to hello@skills4good.ai. Skills4Good AI will acknowledge receipt of Customer’s non-renewal notice within five business days. If Customer does not receive an acknowledgment, please contact the Skills4Good AI support team. Skills4Good AI will notify Customer of any price changes or significant changes to the terms at least 30 days before the end of the current term.

1.4 Notification and Reminder. Skills4Good AI will send Customer a reminder of the upcoming renewal and any changes to the terms or pricing at least 45 days before the end of the current term.

1.5 Refund Policy for Automatic Renewals. If Customer’s subscription renews automatically and Customer does not wish to continue the subscription, Customer must contact Skills4Good AI within seven (7) days of the renewal date. Skills4Good AI will review Customer’s request and may, at its sole discretion, offer a prorated refund or credit for the unused portion of the renewed term minus any applicable administrative fees. Specific criteria for granting refunds will require exceptional circumstances. Requests received after seven (7) days from the renewal date shall not be eligible for a refund.

1.6 No Refund for Failure to Provide Timely Notice. Failure to provide the required 30-day notice for non-renewal will result in the automatic renewal of Customer’s subscription, and Customer will be charged the applicable subscription fee. Refunds will not be issued for failure to provide timely notice of non-renewal.

1.7 Exceptions and Special Circumstances. In certain exceptional circumstances, such as documented medical emergencies, Skills4Good AI may consider refund requests received after the 7-day period. Such requests will be evaluated case-by-case at our sole discretion.

1.8 Modifications. Skills4Good AI reserves the right to modify or withdraw temporarily or permanently the Website (or any part of it) with or without notice to Customer. However, significant changes to the Website or Services will be communicated to Customers in advance whenever possible. Customer agrees that Skills4Good AI shall not be liable to Customer or any third party for any modification to or withdrawal of the Website. Customer will not be eligible for any compensation because Customer cannot use any part of the Website or because of a failure, suspension, or withdrawal of all or part of the Website. Customer acknowledges that Skills4Good AI may modify the features and functionality of the Skills4Good AI Academy at its sole discretion to best meet the community’s learning objectives.

1.9 Registration. Customer will set up an account with Skills4Good AI’s Skills4Good AI Academy to join and participate. When Customer sets up a profile, Skills4Good AI treats such registration information according to its Privacy Policy. Customer is responsible for maintaining the confidentiality of their password.

1.10 Privacy Policy. Skills4Good AI’s Privacy Policy explains in detail how Skills4Good AI collects, manages, processes, secures, and stores Customer’s private information. By joining Skills4Good AI’s Online Learning Community, Customer shares personally identifiable information with Skills4Good AI, other Members, and the community platform. Customer can read Skills4Good AI’s Privacy Policy here. The Privacy Policy is incorporated into this Agreement by reference.

SECTION 2. ACCESS TO PROFESSIONAL SERVICES

2.1 Professional Services. Professional Services” means other services that Customer requests and which Skills4Good AI agrees to render outside the scope of the Online Learning Community. These may include customized onsite or virtual training or workshops, additional or modified deliverables outside the Online Learning Community, or other related services. Professional Services are separate from the Online Learning Community.

2.2 Proposal/Order Form. A Proposal/Order Form shall specify, among others, the term of authorized use of the Professional Services, the fees and other charges, any payment terms, deliverables, and the scope of use. Each Proposal/Order Form is incorporated into and made a part of this Agreement for that order. Customer shall pay each invoice in Canadian dollars unless otherwise stated in the Proposal/Order Form.

SECTION 3. RESPONSIBLE USE AND CONDUCT

3.1 General Use. By visiting Skills4Good AI’s website(s) and landing pages, registering as a Member of the Online Learning Community, and accessing the information, resources, services, products, and tools Skills4Good AI provides for Customer either directly or indirectly (“Content” or “Resources”), Customer agrees to use these Resources only for the purposes intended as permitted by (a) the terms of this User Agreement and (b) applicable laws, regulations, licenses, and generally accepted online practices or guidelines.

3.2 Registration and Confidentiality. To access certain Resources, Customer may be required to provide certain information about themselves (such as identification, contact details, etc.) as part of the registration process or as part of Customer’s ability to use the Resources. Customer agrees that any information provided will always be accurate, correct, and up-to-date. Customer is responsible for maintaining the confidentiality of any login information associated with any account Customer uses to access Skills4Good AI’s Resources. Accordingly, Customer is responsible for all activities under Customer’s account(s).

3.3 Prohibited Activities

a. Accessing (or attempting to access) any of Skills4Good AI’s Resources by any means other than through the means Skills4Good AI provides is strictly prohibited. Customer expressly agrees not to access (or attempt to access) any of Skills4Good AI’s Resources through any automated, unethical, or unconventional means.
b. Engaging in any activity that disrupts or interferes with Skills4Good AI’s Resources, including the servers and/or networks to which Skills4Good AI’s Resources are located or connected, is strictly prohibited.
c. Attempting to copy, duplicate, reproduce, sell, trade, or resell Skills4Good AI’s Resources is strictly prohibited, except when those resources are licensed under a Creative Commons License. In this instance, Customer may use and reproduce them in accordance with the terms of that license.
d. Customer is solely responsible for any consequences, losses, or damages that Skills4Good AI may directly or indirectly incur or suffer due to any unauthorized activities Customer has conducted. Customer may incur criminal or civil liability.
e. Penalties for engaging in prohibited activities may include but are not limited to, suspension or termination of Customer’s account and legal action.

3.4 Acceptable Use Policy. Skills4Good AI seeks to make the Skills4Good AI Academy a positive experience for all its Members. Skills4Good AI expects all its Members to adhere to the following basic rules of civility:

a. No violation of laws or regulations or infringement of intellectual property or personal rights of others;
b. No posting of harmful or inappropriate content;
c. No harassment, abuse, or harm of any kind towards another member;
d. No disruption of the community or engagement in inappropriate behavior;
e. Compliance with all terms and conditions set forth by Skills4Good AI.

Violations of these rules may result in enforcement actions, including warnings, suspension, or termination of membership, and legal action where necessary.

SECTION 4. INTELLECTUAL PROPERTY / RESTRICTIONS ON USE

4.1 Content Ownership. The Website(s) contains or may contain, as part of the Website itself or as part of certain products, services, or programs offered through the Website, text, graphics, logos, images, coursework, software, video or audio files, and other material provided by or on behalf of Skills4Good AI (collectively referred to as the “Content”). The Content includes the specific selection and arrangement of all Content (i.e., the design). All Content is proprietary and is protected under both Canadian and foreign laws, whether owned by Skills4Good AI or by third parties with whom Skills4Good AI associates to help deliver the Content. This section also applies to third-party content and user-generated content as specified in Sections 5.1 and 5.2.

4.2 Authorized Use. Registered Users who have purchased any product, service, or program will be provided access to view any Content contained in such purchased product, service, or program for their own personal, non-commercial use. Other than as outlined in this section, Customer has no other rights in or to the Content (other than Customer’s User-Generated Content that Customer posts to the Website, where applicable) and will not use the Content except as permitted under this Agreement. No other use is permitted without the prior written consent of Skills4Good AI. Skills4Good AI retains all rights, titles, and interests, including all intellectual property rights, in and to the Content. Customer must retain all copyright and other proprietary notices in the original Content.

4.3 Prohibited Uses. Customer agrees not to duplicate, imitate, copy, reproduce, transmit, publish, display, distribute, sell, transfer, assign, license, sublicense, publicly perform, commercially exploit, or create derivative works of such material and content, nor to help or assist third parties in doing the same. Customer is prohibited from posting any portion of the Content in either print or digital format, included on any other website, social media page, or in a networked computer environment for any purpose. The Content may not be used in connection with any product or service that is not Skills4Good AI’s in any manner likely to cause confusion among users or disparage or discredit Skills4Good AI or anyone else.

SECTION 5. SUBMISSIONS & USER-GENERATED CONTENT LICENSE

5.1 User-Generated Content. There may be portions of the Website that allow for the posting of reviews, comments, photographs, or other content (“User-Generated Content”). Where the website allows, Customer is permitted to submit comments, communications, suggestions, ideas, questions, or other information, provided that the material submitted is not threatening, objectionable, illegal, obscene, defamatory (to Skills4Good AI or anyone else), invasive of privacy or intellectual property rights, or otherwise injurious to Skills4Good AI or third parties. Further, anything submitted shall not contain malware, software viruses, or spam, including political campaign material, commercial solicitations, chain letters, or mass mailings. Customer may not use false e-mail addresses, impersonate anyone, or otherwise mislead as to the origin of any content. Skills4Good AI reserves the right (but not the obligation) to remove or edit any such content.

5.2 Content License. Customer agrees that any content submitted to Skills4Good AI (i.e., “User Generated Content”) will not be subject to any expectation of privacy, trust, or confidence between Customer and Skills4Good AI and that no confidential, fiduciary, or other relationship is intended or created between Customer and Skills4Good AI. If Customer posts any such content, intentionally or unintentionally, Customer grants Skills4Good AI a license in said content, and Skills4Good AI and any others Skills4Good AI designates from time to time shall have unrestricted rights to use the Content for any purposes whatsoever, commercial or otherwise, without any further permission from or any payment to Customer or anyone else. This includes rights to use the name that Customer submits and any other name by which Customer is known in connection with the User-Generated Content. Skills4Good AI has the right to use, reproduce, license, sublicense, transfer, print, display, exhibit, distribute, redistribute, publish, modify, translate, or create derivative works of any User-Generated Content that Customer submits or provides without any further permission from or notice or payment to Customer. Customer agrees to this “User-Generated Content License” whether or not Skills4Good AI uses Customer’s User-Generated Content. This license will be explained to users in user-friendly terms during the sign-up or content submission process.

5.3 Content Ownership. Customer represents and agrees that Customer owns, has full rights to, or otherwise controls all User-Generated Content that Customer submits or sends to Skills4Good AI; that such User-Generated Content is accurate and truthful and does not violate these Terms of Use, Skills4Good AI’s Privacy Policy, or the rights of Skills4Good AI or any third party; and will not cause injury to anyone. Customer agrees to indemnify Skills4Good AI and Skills4Good AI’s affiliates and designees from and against any claims arising out of, resulting from, or relating to any such User-Generated Content. Skills4Good AI has the right but not the obligation to review and remove any activity or content involving Customer or Customer’s account. Skills4Good AI assumes no responsibility and has no liability for any User-Generated Content created or posted by Customer or anyone else. Each time that Customer accesses the Website or creates or submits User-Generated Content, Customer agrees to ratify and confirm the terms of the then-existing User-Generated Content License for that submission and all previous submissions by Customer to Skills4Good AI.

SECTION 6. CONFIDENTIALITY

6.1 Confidential Information. As a Member of Skills4Good AI’s Online Learning Community, Customer may have access to and share with Hosts and other Members proprietary information and/or Confidential Information under the terms and covenants set forth below. Confidential Information refers to any data or information that is proprietary to or possessed by any Member of Skills4Good AI’s Skills4Good AI Academy and not generally known to the public or that has not yet been revealed, whether in tangible or intangible form, whenever and however disclosed, including but not limited to a. Any scientific or technical information, invention, design, process, procedure, formula, improvement, technology, or method; b. Any concepts, samples, reports, data, know-how, trademarks, works-in-progress, designs, drawings, photographs, videos, development tools, specifications, software programs, source code, object code, flow charts, and databases; c. Any marketing strategies, plans, financial information or projections, operations, sales estimates, business plans, and performance results relating to the Member’s past, present, or future business activities or those of its affiliates, subsidiaries, and affiliated companies; d. Trade secrets, product or service plans, customer or supplier lists, e. Any explanation of organizational or personal challenges, impediments, or opportunities involving others both within and outside of this community without the express written or oral permission of those parties to disclose; f. Any other information that should reasonably be recognized as Confidential Information by the Members.

SECTION 7. BILLING PLAN MODIFICATIONS AND PAYMENTS

7.1 Payment and Billing. Unless otherwise expressly set forth in this Agreement or Proposal/Order Form, all payments are due in full upon commencement of Customer’s Subscription. Customer is responsible for providing valid and current payment information and agrees to promptly update Customer’s Account information, including payment information, with any changes that may occur (for example, a change in Customer’s billing address or credit card expiration date). If Customer fails to pay Customer’s Subscription Fee or any other charges indicated on any Proposal/Order Form within five (5) days of Skills4Good AI’s notice to Customer that payment is delinquent, or if Customer does not update payment information upon Skills4Good AI’s request, in addition to Skills4Good AI’s other remedies, Skills4Good AI shall immediately suspend or terminate access to and use of the Skills4Good AI Academy by Customer Agents and Authorized Users.

7.2 Invoice Payment. Customer shall pay each invoice in United States dollars unless otherwise stated. If Customer specifies in a Proposal/Order Form that it is issuing a purchase order for such Proposal/Order Form, then Skills4Good AI shall reference the applicable Customer purchase order number on its invoices (solely for administrative convenience) so long as Customer provides the purchase order number to Skills4Good AI at least five (5) business days before the date of the applicable Skills4Good AI invoice.

7.3 Late Payments. Late payments shall accrue interest at one and one-half percent (1.5%) per month or the legal maximum interest rate, whichever is lower. If Customer is delinquent in payment of amounts for the Skills4Good AI Academy or Professional Services owed hereunder, Skills4Good AI may give notice to Customer of such delinquency, and in such case, Customer will have ten (10) days from the date of Skills4Good AI’s written notice to cure the failure. If Customer fails to cure the delinquency, Skills4Good AI may, in addition to its other rights and remedies provided hereunder or at law, terminate or suspend access to the Skills4Good AI Academy or the Professional Services.

SECTION 8. TERM CANCELLATION AND TERMINATION

8.1 Term. The term of this Agreement commences on the Effective Date as set out in the Proposal/Order Form. It continues until the stated terms in all Proposals/Order Forms have expired or have otherwise been terminated in accordance with the terms outlined in this Section. Unless Customer’s subscription to the Skills4Good AI Academy is terminated in accordance with this Agreement or the applicable Proposal/Order Form, Customer’s subscription to the Skills4Good AI Academy will automatically renew for a Subscription Term equivalent in length to the then-expiring Subscription Term. The Subscription Fees applicable to any subsequent Subscription Term shall be Skills4Good AI’s standard Subscription Fees for the Skills4Good AI Academy at the time of such renewal.

8.2 Cancellation. Either Party may cancel Customer’s subscription to the Skills4Good AI Academy at the end of Customer’s then-current Subscription Term by providing written notice at least thirty (30) calendar days before the last day of the then-current Subscription Term. Any such termination shall be effective as of the date that would have been the first day of the next Renewal Term. “Term” shall collectively mean and include the Agreement terms represented by the initial term and the Renewal Term.

8.3 Termination for Cause. Each Party may terminate this Agreement upon written notice if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors in any jurisdiction that is not dismissed within sixty (60) days of its commencement or an assignment for the benefit of creditors. Either Party may terminate a Skills4Good AI Academy subscription or Professional Services effective immediately upon written notice if the other Party materially breaches a material obligation under this Agreement or the applicable Proposal/Order Form for the affected Skills4Good AI Academy subscription or Professional Service and does not cure the breach within thirty (30) days after receiving written notice thereof from the non-breaching Party. Except as set forth in a Proposal/Order Form, Skills4Good AI may terminate any Proposal/Order Form by giving Customer fifteen (15) calendar days prior written notice in the event: a. Customer repeatedly fails to perform Customer’s obligations under this Agreement, resulting in the inability of Skills4Good AI to meet its obligations and time frame commitments; or b. It is determined that the information provided by Customer or lack thereof to Skills4Good AI during the customer discovery stage or thereafter is materially inaccurate.

8.4 Effect of Termination. Upon expiration or other termination of the Skills4Good AI Academy or Professional Services, Customer shall stop using, and Skills4Good AI shall stop providing access to them.

a. If Customer terminates access to the Skills4Good AI Academy due to Skills4Good AI’s uncured material breach in accordance with Section 8.3, then Skills4Good AI shall refund to Customer within thirty (30) days after the effective date of termination any prepaid amounts for the remaining portion of the Subscription Term for the terminated Skills4Good AI Academy subscription.

b. If Customer terminates Professional Services due to Skills4Good AI’s uncured material breach in accordance with Section 8.3, then Skills4Good AI shall refund to Customer within thirty (30) days after the effective date of termination any prepaid amounts for unperformed Professional Services under the applicable Proposal/Order Form.

c. If Skills4Good AI terminates the Skills4Good AI Academy subscription due to Customer’s uncured material breach in accordance with Section 8.3, then Customer shall pay to Skills4Good AI within thirty (30) days after the effective date of termination any unpaid fees covering the remainder of the Subscription Term, if any. In no event will Skills4Good AI’s termination for cause relieve Customer of Customer’s obligation to pay any fees payable to Skills4Good AI for the period before termination.

d. If Skills4Good AI terminates Professional Services due to Customer’s uncured material breach in accordance with Section 8.3, then Customer shall pay to Skills4Good AI within thirty (30) days after the effective date of termination any unpaid fees for the terminated Professional Services that would have been payable for the remainder of the Term according to all applicable Proposal/Order Forms. In no event will Skills4Good AI’s termination for cause relieve Customer of Customer’s obligation to pay any fees payable to Skills4Good AI for the period before termination.

e. Except for Customer’s termination under Section 8.3, if Customer cancels or terminates Customer’s subscription to the Skills4Good AI Academy before the end of Customer’s then-effective Subscription Term or to Professional Services before its complete delivery, in addition to any other amounts Customer may owe Skills4Good AI, Customer must immediately pay within thirty (30) days from the date of written notice of such cancellation or termination any unpaid Subscription Fees associated with the remainder of such Subscription Term relating to the Skills4Good AI Academy according to all applicable Proposal/Order Forms; and any unpaid fees for the terminated Professional Services that would have been payable for the remainder of the Term according to all applicable Proposal/Order Forms.

8.5 No Refunds. Except for Customer’s termination rights under Section 8.3, no refunds or credits for Subscription Fees or other fees or payments will be provided if Customer terminates a subscription to the Skills4Good AI Academy before the end of a Subscription Term or terminates Professional Services before the end of its term. However, if Skills4Good AI discontinues the service or makes significant changes that adversely affect Customer’s use of the service, a prorated refund may be considered.

SECTION 9. WARRANTIES AND DISCLAIMERS

9.1 Warranties. Each Party warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would adversely impact its ability to perform as required by this Agreement.
Skills4Good AI warrants that it shall use reasonable efforts consistent with prevailing industry standards to provide the Skills4Good AI Academy and Professional Services skillfully and professionally according to the terms of the Agreement and any applicable Proposal/Order Form. The Skills4Good AI Academy or Professional Services may be temporarily unavailable due to scheduled software maintenance or for unscheduled emergency software maintenance either by Skills4Good AI or by third-party providers or because of other causes beyond Skills4Good AI’s reasonable control, but Skills4Good AI shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled disruption.

9.2 Disclaimer of Warranties. Except for the warranties expressly stated in this Agreement, to the maximum extent allowed by law, Skills4Good AI disclaims all warranties of any kind, express or implied, including warranties arising under statute, warranties of merchantability, accuracy, title, noninfringement, or fitness for a particular purpose or any warranties arising from usage of trade, course of dealing, or course of performance. Without limiting the generality of the foregoing, Skills4Good AI specifically does not warrant that the Skills4Good AI Academy, Professional Services, or software will meet the requirements of Customer or others or that they will be accurate or operate without interruption or error. Customer acknowledges that in entering this Agreement, it has not relied on any promise, warranty, or representation not expressly set forth herein or incorporated into this Agreement by reference. To the maximum extent permitted by law, Skills4Good AI disclaims and excludes all other warranties, conditions, representations, or other terms relating to the Skills4Good AI Academy, Professional Services, or software, express or implied, statutory or otherwise, including but not limited to any warranties or other terms of satisfactory quality, merchantability, and fitness for a purpose or a particular purpose. Skills4Good AI does not warrant or represent that the Skills4Good AI Academy, Professional Services, or software will be delivered free of any delays, omissions, or errors.

SECTION 10. INDEMNIFICATION

10.1 Indemnification by Skills4Good AI. Subject to the exclusions set forth below, Skills4Good AI shall defend Customer against any third-party suit, claim, action, or demand (“Claim”) from and against any loss, damage, or costs, including reasonable attorneys’ fees (“Losses”) in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Customer by a third party alleging that the use of the Skills4Good AI Academy or Professional Services as contemplated hereunder infringes any third party’s copyright, trademark, trade secret, or patent. If any portion of the Skills4Good AI Academy or Professional Services becomes the subject of a Claim, Skills4Good AI may:
a. Contest the Claim;
b. Obtain permission from the claimant for Customer’s continued use of the Skills4Good AI Academy or Professional Services;
c. Replace or modify the Skills4Good AI Academy or Professional Services to avoid infringement;

If the foregoing (a), (b), and (c) are not available on commercially reasonable terms in Skills4Good AI’s judgment, then terminate Customer’s use of the affected Skills4Good AI Academy or Professional Services, and Skills4Good AI’s sole liability shall be to refund any prepaid fees for the Skills4Good AI Academy or Professional Services covering the remaining portion of the applicable Subscription Term of the Skills4Good AI Academy or Professional Services or of the applicable term of the Professional Services after the termination date. Skills4Good AI’s indemnification obligation shall be subject to a cap equal to the subscription fees paid by Customer during the twelve (12) months prior to the first event or occurrence giving rise to such liability.

Notwithstanding the above, Skills4Good AI shall have no indemnification obligation or liability for any Claim to the extent arising from:
a. Modification of the Skills4Good AI Academy or Professional Services by Customer or its Authorized Users or by any person other than Skills4Good AI or a person acting at Skills4Good AI’s direction;
b. Modifications to the Skills4Good AI Academy or Professional Services for any use thereof which exceeds the authorized use permitted under this Agreement.

10.2 Indemnification by Customer. Customer will indemnify, defend, and hold Skills4Good AI harmless against any claim brought by a third party against Skills4Good AI:

a. Arising from or related to the use of the Skills4Good AI Academy or Professional Services or Professional Services (and not arising solely from the Skills4Good AI Academy or Professional Services or Professional Services itself) by Customer, Agents, or Authorized Users in breach of this Agreement;

b. Alleging that Customer’s use of the Skills4Good AI Academy or Professional Services or Professional Services or Customer’s Data infringes or misappropriates a third party’s valid patent, copyright, trademark, or trade secret;

Provided that (i) Skills4Good AI promptly notify Customer of the threat or notice of such claim; (ii) Customer will have the sole and exclusive control and authority to select defense attorneys and to defend and/or settle any such claim (however, Customer shall not settle or compromise any claim that results in liability or admission of any liability by Skills4Good AI without Skills4Good AI’s prior written consent); and (iii) Skills4Good AI fully cooperate with Customer in connection therewith.

SECTION 11. LIMITATION OF LIABILITY

11.1 Exclusion of Damages. Under no circumstances and under no legal theory (whether in contract, tort, negligence, or otherwise) shall either Party to this Agreement or their respective affiliates, officers, directors, employees, agents, service providers, suppliers, or licensors be liable to the other Party or its affiliates for any lost profits (whether direct or indirect), lost sales or business, lost data (where such data is lost in the course of transmission via Customer’s systems or over the internet through no fault of Skills4Good AI), business interruption, loss of goodwill, costs of cover or replacement, costs of substitute goods, or for any other type of indirect, incidental, special, exemplary, consequential, or punitive loss or damages (including damage to business reputation or goodwill), or for any other indirect loss or damages incurred by the other Party or its affiliates in connection with this Agreement, the Skills4Good AI Academy, or Professional Services, regardless of whether such Party has been advised of the possibility of or could have foreseen such damages, however caused, whether by breach of warranty, breach of contract, in tort, or any other legal or equitable cause of action arising out of or in any way connected with the Skills4Good AI Academy or Professional Services, including but not limited to the use or inability to use the Skills4Good AI Academy or Professional Services, any interruption, inaccuracy, error, or omission thereof, even if such Party has been advised of such damages in advance or if such damages were foreseeable.

11.2 Limitation of Liability. Notwithstanding anything to the contrary in this Agreement, Skills4Good AI’s aggregate liability to Customer, Customer’s affiliates, or any third party arising out of this Agreement, the Skills4Good AI Academy, or Professional Services shall in no event exceed the subscription fees and professional services fees paid by Customer during the twelve (12) months prior to the first event or occurrence giving rise to such liability. The existence of more than one claim shall not enlarge this limit. The Customer acknowledges and agrees that the essential purpose of this section 11.2 is to allocate the risks under this Agreement between the Parties and limit potential liability, given the subscription fees and professional services fees, which would have been substantially higher if Skills4Good AI were to assume any further liability other than as set forth herein. Skills4Good AI has relied on these limitations in determining whether to provide Customer with the rights to access and use the Skills4Good AI Academy and the Professional Services provided in this Agreement. The limitations set forth in section 11.2 shall not apply to claims or damages resulting from Skills4Good AI’s IP claims indemnity obligations in section 10.1 of this Agreement.

11.3 Limitation of Liability in the Aggregate. The limitation of liability provided for herein applies in aggregate to any claims by Customer and its affiliates and shall not be cumulative.

11.4 Jurisdiction-specific Exclusions. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages or for a party’s fraud, willful injury to the person or property of another, or violation of law, which means that some of the above limitations may not apply to Customer. Skills4Good AI’s liability will be limited to the greatest extent permitted by law in these jurisdictions.

11.5 Enforceable against Skills4Good AI. Any claims or damages that Customer may have against Skills4Good AI shall only be enforceable against Skills4Good AI and not any other entity, any officers, shareholders, directors, advisors, representatives, or agents of Skills4Good AI or any other entity.

SECTION 12. FORCE MAJEURE

12.1 Force Majeure. Customer acknowledges that it shall always remain responsible for its compliance with all applicable laws and regulations. In cases where Skills4Good AI uses Third Party Software in which it does not own, operate, or control (directly or indirectly) the software or any of its features and functionalities, then any analyses, reports, or other information generated from the use of software in connection with the Customer Data may not be entirely accurate or complete or available at all times. In such cases, the Skills4Good AI Academy, Deliverables, and Professional Services may be subject to limitations, delays, and other challenges beyond the control of Skills4Good AI. Customer acknowledges that Skills4Good AI shall not be considered to be in default or breach of this Agreement and shall be excused from performance or liability for damages to the Customer if and to the extent Skills4Good AI shall be delayed in or prevented from performing or carrying out the Skills4Good AI Academy or Professional Services, Deliverables, Professional Services, and/or any of the provisions of this Agreement arising out of or from operational or technical software glitches, errors, breakage, or other fundamental issues arising out of the Third Party Software; or any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, pandemic, curtailment, order, regulation, or restriction imposed by governmental, military, or lawfully established civilian authorities beyond the control (or in the case of Third Party Software, the operational control) of Skills4Good AI (a “Force Majeure Event”). Skills4Good AI will use commercially reasonable efforts to mitigate the effects of any such delays and shall notify the Customer in writing as soon as reasonably practicable, specifying the cause of the Force Majeure Event and a good faith estimate of the time it may need to provide the Skills4Good AI Academy or Professional Services, Deliverables, and Professional Services. If the Force Majeure Event continues for more than sixty (60) days from the date of the notice of Force Majeure Event, the Customer shall be entitled to terminate this Agreement and to a pro-rata refund of any prepaid fees for the Skills4Good AI Academy or Professional Services, covering the remaining portion of the applicable Subscription Term for Compliance Packages or term for Professional Services after the termination date.

SECTION 13. ASSIGNMENT, ENTIRE AGREEMENT, AND AMENDMENT

13.1 Assignment. Customer may not directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or Customer’s rights under this Agreement or delegate performance of Customer’s duties under this Agreement without Skills4Good AI’s written prior consent. Notwithstanding the foregoing, subject to Section 2.4 herein, Customer may, without Skills4Good AI’s consent, assign this Agreement to an Affiliate or in connection with any merger or change of control of Customer or the sale of all or substantially all of Customer’s assets, provided that (i) any such successor agrees to fulfill its obligations according to this Agreement and (ii) Customer and the assignee execute Skills4Good AI’s assignment form. Skills4Good AI may assign this Agreement at any time without notice in connection with any merger or change of control of Skills4Good AI or the sale of all or substantially all of Skills4Good AI’s assets, provided that any such successor agrees to fulfill its obligations according to this Agreement. If requested by Skills4Good AI, Customer has the legal obligation to execute Skills4Good AI’s form to give effect to Skills4Good AI’s assignment. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and assigns. The failure of a party to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the right of such party to enforce any subsequent breach of such term.

13.2 Entire Agreement. This Agreement and any applicable Proposal/Order Form constitute the entire agreement and supersede any prior agreements between Customer and Skills4Good AI concerning the subject matter hereof. In the event of any inconsistency between this Agreement and the Proposal/Order Form, the Proposal/Order Form shall govern solely to the extent of such inconsistency. Notwithstanding any language to the contrary therein, no terms or conditions in any purchase order, request for information, request for proposal, or other order Customer or any entity which Customer represents provide(s), and all such terms or conditions in such purchase order, request for information, request for proposal, or other order shall be incorporated into or form any part of this Agreement. All such terms or conditions shall be null and void. Except as expressly stated herein, no other agreements, representations, warranties, or commitments may be relied upon by either Party concerning the subject matter hereof. There are no oral promises, conditions, representations, understandings, interpretations, or terms of any kind between the Parties except as may otherwise be expressly provided herein. The headings used herein are for convenience only and shall not affect the interpretation of the terms of this Agreement.

13.3 Amendment. Skills4Good AI may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. Customer’s continued use of the Skills4Good AI Academy or the Professional Services following the effective date of any such amendment shall be relied upon by Skills4Good AI as Customer’s consent to any such amendment. Skills4Good AI’s failure to enforce any provision of this Agreement at any time does not constitute a waiver of that provision or any other provision of this Agreement. Any modification to a Proposal/Order Form must be in writing and signed by authorized representatives of both Parties.

SECTION 14. SEVERABILITY

14.1 Severability. If any term in this Agreement is determined to be invalid, unenforceable, or illegal by a competent court or governing body, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions of this Agreement. Such term shall be replaced with another term only to the extent necessary to make it enforceable under such circumstances, and the remaining provisions of this Agreement shall remain in effect.

SECTION 15. INTERPRETATION

15.1 Interpretation. The division of this Agreement into Sections and the insertion of headings are for the convenience of reference only and do not affect the construction or interpretation of this Agreement. Unless something in the subject matter or context is inconsistent therewith, references herein to Sections and Schedules are to Sections of and Schedules to this Agreement. In this Agreement, words importing the singular number only include the plural and vice versa, and words importing any gender include all genders. The term “including” means “including without limiting the generality of the foregoing.”

SECTION 16. EXPORT COMPLIANCE

16.1 Export Compliance. Each Party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Skills4Good AI Academy or Professional Services and Professional Services.

SECTION 17. RELATIONSHIP OF THE PARTIES

17.1 Relationship of the Parties. The Parties are independent contractors, and this Agreement does not create a partnership, franchise, joint venture, general agency, fiduciary, or employment relationship between the Parties. Neither Party shall have any right or authority to assume or create any obligation of any kind, expressed or implied, in the name of or on behalf of the other Party. Customer agrees that Skills4Good AI may disclose or advertise in any manner the nature of the Skills4Good AI Academy or Professional Services provided or Professional Services performed for or rendered to Customer under this Agreement or the fact it has entered into this Agreement with Customer.

SECTION 18. NOTICE

18.1 Notice. Any notice or other communication to be given under or according to the provisions hereof or in any way concerning this Agreement shall be sufficiently given if reduced to writing and delivered to the person to whom such communication is to be given or sent by facsimile or electronic internet communication addressed to such person at the address as may be specified by the Parties to the other by proper notice under this Agreement indicated in the Proposal/Order Form.

SECTION 19. GOVERNING LAW

19.1 Governing Law. This Agreement shall be governed by the laws of the Province of Ontario, Canada, and the laws of Canada applicable therein. No choice or conflict of laws rules of any jurisdiction shall apply to this Agreement. The provincial and federal courts in Toronto, Ontario, shall have exclusive jurisdiction to adjudicate any dispute arising from or relating to this Agreement. Each Party hereby expressly agrees to the exclusive jurisdiction of such courts. Notwithstanding the foregoing, each Party shall be entitled to seek injunctive or other equitable relief in any jurisdiction with a reasonable connection to the subject matter of this Agreement. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.