Terms and Conditions

This Client Services Agreement ("Agreement") becomes effective when you initiate a free trial or subscribe to any of the paid plans offered by Transformers Academy Software Corp. ("Provider"), a corporation registered in British Columbia, Canada, with its principal office located in Vancouver, British Columbia.

By checking this box, you acknowledge and agree to these Terms & Conditions ("Terms"), which govern the use of all Bonzai AI products, including but not limited to the Bonzai Learning Management System (LMS) and the Bonzai Course Creator. Bonzai AI is the operational name for Transformers Academy Software Corp. Please read these Terms carefully.

1. Definition and Interpretation

In this Agreement, unless the context otherwise requires, the following terms shall have the meanings specified below:

1.1 "Agreement" refers to this Client Services Agreement, including all schedules, exhibits, and appendices attached to it, as amended, restated, supplemented, or otherwise modified from time to time.

1.2 "Services" means the educational technology services provided by the Provider to the Client, encompassing the transformation of uninspiring manuals into comprehensive workplace courses, AI video & content generation, AI assessments generation, and instant creation in 29+ languages, as further described in Appendix A.

1.3 "Learning Management System" or “LMS” refers to the Provider's proprietary software platform that facilitates the creation, administration, tracking, and delivery of digital education courses and training programs.

1.4 "Content" includes all materials, information, and data created, uploaded, or otherwise provided by the Client or its users in the course of using the Services.

1.5 "Licenses" refer to the permissions granted to the Client by the Provider to access and use the LMS and related services. Licenses are categorized into various packages, including Basic, Advanced, and Enterprise, as detailed in Appendix C.

1.6 "User" means an individual who is authorized by the Client to use the Services under the terms of this Agreement. Users include, but are not limited to, the Client's employees, contractors, and agents.

1.7 "Administrative User" refers to a User designated by the Client with administrative privileges within the LMS, capable of managing Licenses, Users, and access to Content.

1.8 "Confidential Information" includes, but is not limited to, any data, information, documents, software, technologies, processes, strategies, product plans, designs, costs, prices, finances, marketing plans, business opportunities, personnel, research, development, and know-how disclosed by either party, whether orally, in writing, electronically, or by any other means, and whether or not it is expressly stated to be confidential or marked as such.

1.9 The headings and subheadings herein are inserted for convenience only and shall not affect the interpretation of this Agreement.

1.10 Any reference in this Agreement to a "party" or "parties" shall, unless otherwise specified, refer to the Provider and the Client, respectively.

1.11 The word "including" shall be understood to mean "including without limitation," and the word "includes" shall be understood to mean "includes without limitation."

1.12 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

1.13 LMS: The Learning Management System provided by Transformers Academy.

1.14 Course Creator: The Bonzai AI software used to generate courses, including but not limited to using AI-generated content and avatars. The AI-powered video generation tool for educational purposes.

1.15 Digital Twins (Personal Avatars): AI-generated avatars created based on personal characteristics provided by the Client.

1.16 Bonzai Avatars: Generic AI-generated avatars provided by Bonzai AI and/or its partners.

1.17 Client: The organization or individual purchasing or using the services provided by Transformers Academy.

2. Acceptance of Agreement

By accepting these Terms, the Client agrees to comply with all applicable laws and the terms outlined in this document. Failure to comply may result in suspension or termination of the services provided.

3. Pricing and Payment Terms

The Client agrees to the pricing structure for the Bonzai AI products as follows:

1. Bonzai Learning Management System (LMS): Charges are applied annually per learner. The Client will select an available package and make the payment upfront for the annual subscription.
2. Bonzai Course Creator: Charges are based on the number of lessons created, utilizing our credits usage-based system. The Client will choose from the available packages and make the payment upfront, which can be made monthly, quarterly, or yearly.
3. Enterprise Plans: Customized enterprise plans are available for both the LMS and the Course Creator, which can be tailored to meet the specific needs of the Client.

Payment Terms

• Invoicing: Provider will invoice the Client monthly in advance for packages with monthly commitments and annually in advance for packages with annual commitments. Additional services and customizations will be invoiced based on the terms agreed upon in this Agreement.
• Client will pay any and all invoices within thirty (30) days of the date of the Provider’s invoice.
• Late Payments: Portal access will be deactivated 21 days after the payment due date if the payment is not received by the provider.
• Currency: All prices stated in agreements, promotional materials, and communications between the Provider and the Client are in United States Dollars (USD), unless explicitly stated otherwise.
• Taxes: Prices do not include any taxes, levies, duties, or similar governmental assessments of any nature. The Client is responsible for paying all such taxes associated with its purchases hereunder.

Pricing Adjustments

General Pricing Adjustments

• The Provider reserves the right to adjust the prices of packages and licenses at any time to reflect changes in market conditions, the cost of delivering the Services, or enhancements to the functionality or content of the Services.

Loyalty Commitment Pricing Cap

• The Provider agrees that the prices for packages and licenses will only increase at the time of contract renewal, and such increases will be capped at a maximum of 7% above the current pricing. 

Additional Services Pricing

• Prices for additional services offered by the Provider, beyond the standard packages and licenses, are subject to adjustment at any time and may take effect immediately upon announcement of such adjustments.
• Any adjustments to the pricing of additional services will not apply to Services that have already been paid for in advance. Pre-paid Services will be honored at the price in effect at the time of payment until the completion of the service term or until the pre-paid service is fully consumed, whichever occurs first.

Notification of Pricing Adjustments

• The Provider will provide the Client with at least sixty (60) days' notice prior to the implementation of any price increases for packages and licenses, except where such adjustments are due to external factors beyond the Provider’s control, such as significant changes in exchange rates, inflation, or statutory requirements.
• Notification of adjustments to the prices of additional services will be made through the Client's primary contact method on file, with efforts to provide reasonable notice where practicable.

LMS Administrative Control

Only client-designated administrators have the authority to activate or deactivate licenses, reflecting the client's financial responsibility for the licenses. Learners cannot access the system, reset passwords, or access any learning materials if their license has not yet been activated or has already been deactivated by an admin.

LMS License Replacement Procedure

This policy allows clients to manage their licenses actively, ensuring that they can adapt to workforce changes without incurring unnecessary costs. Specifically, it facilitates the deactivation of a learner's license and the activation of a new license, without additional charges, under the condition that the total number of active licenses remains unchanged.

LMS Manual Deactivation and Activation

Clients must manually deactivate an existing learner's license via the administrative dashboard.

A new license can then be activated for a different learner for the next billing cycle, effectively replacing the deactivated license.

LMS Access and Data Management Upon Deactivation

Once a license is deactivated, the associated learner will immediately lose access to the system, including all courses and learning materials.

The learner's progress and performance data will be archived. While the learner is removed from active courses and analytics, their historical data can be accessed by administrators on an individual basis, through the archived folder for review or record-keeping purposes.

3.4 Billing and Payment for Extra LMS Licenses

3.4.1 Billing Cycle

• For clients with an annual commitment, billing for and any eligible additional licenses (beyond the package inclusions) will be billed monthly, up to 5 days after the billing month end and due in 5 days.

3.4.2 Disputes and Adjustments

• Any disputes regarding billing must be communicated to Transformers Academy within fifteen (15) days of the invoice date. The Provider will investigate and, if necessary, issue a credit or adjustment in the following billing cycle.
• The Provider commits to transparency in billing, ensuring that all charges are clearly itemized and explained.

4. Terms

4.1 Dispute Resolution

• Negotiation and Mediation: In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such a solution within a period of sixty (60) days, then, upon notice by either party to the other, disputes shall be resolved by mediation administered by the Canadian Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure.

4.2 Data Protection and Privacy

• Compliance with Laws: Both parties agree to comply with all applicable data protection and privacy laws regarding the collection, use, and retention of personal information from Users, including without limitation all relevant privacy and data protection laws applicable in Canada and any province of Canada.
• Data Security: The Provider shall at all times ensure that it has implemented and in effect security measures which meet industry standards to protect all data, including personal information,against unauthorized access, use, alteration, disclosure, or destruction.
• The Client shall at all times comply with the Provider’s data protection and privacy policies and to ensure that all users are informed about these policies
• Data Use: The Provider shall not use, or allow anyone else to use, personal information about the Client’s Users for any purpose other than to provide the Services under this Agreement, subject to and in accordance with the Provider’s privacy policy.
• Logo Usage: By uploading their company logo to the LMS, Course Creator, or Bonzai Video, the Client grants the Provider permission to use the logo on the Provider’s website and in marketing materials, as the Provider deems appropriate. For paid accounts, the use of company logos is considered confirmation of client status, and Bonzai AI has the automatic right to use the logo for any marketing or reporting purposes without further consent.
• Review and LinkedIn Profile Usage: If the Client leaves a review or testimonial, the Client grants the Provider permission to use their LinkedIn profile image and professional title alongside the review in any marketing materials, social media posts, or the website.
• Revocation of Permissions: The Client may revoke the Provider’s permission to use their LinkedIn image or personal information by sending an email to info@bonzaiai.com within 30 days of the media being posted or upon acceptance of this Agreement. However, the Client acknowledges that the company logo for paid accounts remains usable by the Provider for marketing and reporting purposes, and this permission cannot be revoked.

4.3 Feedback and Continuous Improvement

• Feedback Mechanism: The Provider shall provide mechanisms for the Client and its Users to submit feedback on the use, functionality, and performance of the Services. Such feedback is invaluable for the continuous improvement of the Services.

4.4 License Terms

User Restrictions: 

The Client may not:

• Sub-license, sell, rent, lend, lease, or distribute the software or any content therein, including materials from the Bonzai Learning Management System (LMS) and Bonzai Course Creator, outside of its organization without written approval from the Provider.
• Make the LMS or Course Creator available on a network where it could be accessed by unauthorized users.
• Modify, disassemble, decompile, or reverse engineer the LMS or Course Creator, except as permitted by law.
• Use the LMS or Course Creator to store or transmit infringing, libelous, or otherwise unlawful material, or to store or transmit material in violation of third-party privacy rights.

User Obligations:

• Ensure that all users comply with the terms and conditions of this Agreement.
• Maintain the confidentiality of user IDs and passwords.
• Use reasonable efforts to prevent unauthorized access to, or use of, the LMS and Course Creator, and promptly notify Transformers Academy of any such unauthorized access or use.

Intellectual Property Ownership: All rights, title, and interest in and to the LMS and Course Creator (including all related intellectual property rights) are and will remain the sole property of Transformers Academy or its licensors, except for course content created or uploaded by the Client. The Client acknowledges and agrees that the LMS and Course Creator are licensed, not sold, and that the Client does not acquire any rights, express or implied, in the LMS or Course Creator, other than those expressly granted in this Agreement.

5. Client Obligations

The Client agrees to adhere to the following obligations:

5.1 Provision of Information and Materials

• The Client shall promptly provide the Provider with all necessary information, materials, and access required to effectively deliver the Services. This includes, but is not limited to, content for course creation, user data for account setup, and any specific corporate branding materials.
• The Client is responsible for ensuring the accuracy, legality, and propriety of all information and materials provided to the Provider.

5.2 Compliance with Applicable Laws

• The Client agrees to comply with all applicable laws, regulations, and ordinances in their use of the Services and performance of their obligations under this Agreement including without limitation, any and all laws related to data protection, privacy, intellectual property, and online conduct.
• The Client shall obtain all necessary permissions and consents required to legally provide the information and materials to the Provider and to permit the use of such information and materials in accordance with this Agreement.

5.3 User Compliance and Conduct

• The Client is responsible for ensuring that all Users accessing the Services through the Client’s account comply with the terms of use, this Agreement, and all applicable laws and regulations.
• The Client shall promptly notify the Provider of any known or suspected unauthorized use of the Services or breach of security, including loss, theft, or unauthorized disclosure of user login information.

5.4 Payment Obligations

• The Client agrees to fulfill all payment obligations as detailed in Appendix B of this Agreement including, without limitation, timely payment for the Services, additional licenses, and any other fees or charges incurred under this Agreement.

5.5 Collaboration and Feedback

• The Client commits to engaging in a collaborative partnership with the Provider including participation in periodic reviews of service performance and providing constructive feedback aimed at improving the Services.
• The Client agrees to participate in surveys or feedback initiatives conducted by the Provider, intended to enhance customer satisfaction and service delivery.

5.6 Reporting and Resolution of Issues

• The Client shall report any issues, defects, or concerns with the Services to the Provider in a timely manner, allowing for adequate resolution time.
• The Client agrees to collaborate with the Provider in diagnosing and resolving any reported issues.

6. Term and Termination

6.1 Term of Agreement

Initial Term: This Agreement shall commence on the Effective Date and shall continue for an initial term based on the Client’s selected payment plan, unless terminated earlier as provided herein.

Payment Options: The Client may select from the following payment plans:

• Bonzai Course Creator: The Client may choose to pay on a monthly, quarterly, or annual basis.
• Bonzai Learning Management System (LMS): The Client must pay on an annual basis.
• Enterprise Plans: Custom enterprise plans are available for both Bonzai Course Creator and LMS, with specific terms and payment structures tailored to the Client’s needs.

Renewal Term: Upon expiration of the Initial Term, this Agreement shall automatically renew for the same term as initially selected by the Client (monthly, quarterly, or annually for Course Creator; annually for LMS), unless either party provides written notice of its intention not to renew at least sixty (60) days prior to the end of the then-current term.

Renewal Pricing: The price for any Renewal Term will remain the same as that of the prior term unless the Provider gives the Client at least ninety (90) days' prior written notice of a price increase. Any such increase shall not exceed 7% of the pricing for the Services in the immediately preceding subscription term.

Access to Services: The Client acknowledges and agrees that access to the Services, including both Bonzai Course Creator and the LMS, will not be granted until the required fees are paid in full, based on the chosen payment plan.

6.2 Termination for Cause

• Either party may terminate this Agreement upon written notice if the other party materially breaches any of its obligations under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the breach.
• Upon termination for cause by the Provider, all fees paid shall be non-refundable, and any unpaid fees for the remainder of the term shall become immediately due and payable.
• Upon termination for cause by the Client, the Client shall be entitled to a pro-rated refund of any prepaid fees covering the remainder of the term after the effective date of termination.

6.3 Termination for Convenience

• The Client may terminate this Agreement for any reason upon providing ninety (90) days written notice to Provider upon the payment of a termination fee equal to 50% of the remaining fees owing for the entire duration of the Agreement and payable under this Agreement for the remainder of the term of this Agreement. In such cases, the Client shall not be entitled to any refund of previously paid fees, and any outstanding fees for the term shall remain payable.

6.4 Effects of Termination

• Upon termination or expiration of this Agreement for any reason, the Client shall immediately cease all use of the Services, and Provider shall disable the Client’s access to the Services.
• Within thirty (30) days after termination, Provider will provide the Client with the ability to download a copy of the Client’s data in a commonly used digital format. After this period, Transformers Academy shall have no obligation to maintain or provide any Client data and shall thereafter, unless legally prohibited, delete all Client data in its systems or otherwise in its possession or under its control.

6.5 Survival

• Sections of this Agreement that, by their nature, should survive termination or expiration of this Agreement, including but not limited to obligations regarding confidentiality, payment, liability, ownership and data protection, shall remain in effect after such termination or expiration.

6.6 Transition Services

• In the event of termination for any reason other than for cause by the Provider, upon the Client's written request, the Provider agrees to provide reasonable support and transition services for up to ninety (90) days to ensure a smooth transition of services to another provider or an internal solution at the Provider’s standard rates in effect as at the time of such transition services are provided. Details of such transition services and any associated fees shall be agreed upon in writing by both parties.

6.7 Handling of Proprietary Information

• Upon termination or expiration of this Agreement, each party shall return or destroy (at the disclosing party's option) all copies of confidential or proprietary information belonging to the disclosing party. A written certification of the destruction shall be provided by the receiving party if so requested.

6.8 Post-Termination Obligations

• The termination or expiration of this Agreement does not relieve the Client of any obligations that have accrued prior to such termination or expiration, including but not limited to, the obligation to pay any fees that have accrued or are otherwise owed to the Provider.
• The parties agree to a post-termination debriefing within thirty (30) days after termination, aimed at understanding the reasons behind the termination and discussing any lessons learned or opportunities for future collaboration.

6.9 Re-Activation Fee

• Should the Client wish to re-activate the Services after termination, the Provider reserves the right to charge a re-activation fee, subject to the parties’ mutual agreement at that time.

7. Confidentiality

7.1 Obligations

Both parties agree to:

• Use the Confidential Information solely for the purposes of fulfilling their respective obligations under this Agreement.
• Maintain the confidentiality of the Confidential Information and not disclose it to any third party without the prior written consent of the disclosing party, except as otherwise permitted under this Agreement.
• Take all reasonable precautions, consistent with the highest industry standards to protect the integrity and confidentiality of the Confidential Information, which shall not in any event be less stringent than the precautions taken to protect their own confidential information of a similar nature.

7.2 Exclusions

The obligations set forth herein shall not apply to information that:

• Is or becomes publicly known through no wrongful act of the receiving party.
• Is received from a third party without breach of an obligation of confidentiality.
• Is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
• Is required to be disclosed by law, provided that the receiving party gives the disclosing party reasonable advance notice of such disclosure and cooperates with any attempt to obtain an order protecting the information from public disclosure.

7.3 Return or Destruction

• Upon termination or expiration of this Agreement, or upon the disclosing party's request at any time, the receiving party shall promptly return or destroy (at the disclosing party’s option) all copies of Confidential Information received from the disclosing party and any notes, analyses, or other documents containing such Confidential Information.

7.4 Survival

• The obligations of confidentiality under this Agreement shall survive the termination or expiration of this Agreement for a period of five (5) years from such termination or expiration, except for trade secrets which shall be maintained indefinitely.

7.5 Injunctive Relief

• Both parties acknowledge that the unauthorized disclosure of Confidential Information may cause substantial harm for which damages alone might not be a sufficient remedy, and therefore that upon any such unauthorized disclosure by the receiving party the disclosing party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

7.6 Third-Party Disclosures

• In cases where the receiving party is authorized to disclose Confidential Information to third parties, the receiving party shall ensure that such third parties are bound by confidentiality obligations that are at least as protective as those set forth in this Agreement. The receiving party will be responsible for any breach of confidentiality by such third parties.

7.7 Training and Awareness

• The Client agrees to conduct regular training for its employees, contractors, and any other users who have access to the Services, emphasizing the importance of maintaining confidentiality and the legal obligations related to the handling of Confidential Information as per this Agreement.

7.8 Audit Rights

• The Provider reserves the right, upon reasonable notice and not more than once per year, to audit the Client’s use and handling of Confidential Information to ensure compliance with this Agreement. Any such audit will be conducted during regular business hours in a manner that minimally interferes with the Client's normal business operations.

8. Intellectual Property Rights

8.1 Ownership of Intellectual Property

8.1.1 Provider's Intellectual Property
All rights, title, and interest in and to any and all copyrights, trademarks, patents, trade secrets, or any other proprietary or intellectual property rights (“IPR”) related to the Learning Management System (LMS), Bonzai Course Creator, and any other software, content created by the Provider, methodologies, interfaces, and documentation remain the sole property of the Provider or its licensors. The Client’s use of the Services does not grant them any ownership rights or other IPR to such property, except for the rights expressly granted in this Agreement.

8.1.2 Client Content
The Client retains all rights, title, and interest in and to any data, material, and content that it, its users, or administrative users create, upload, or input into the LMS or Course Creator (“Client Content”). The Client grants the Provider a limited, sublicensable, assignable, royalty-free, irrevocable, perpetual, non-exclusive license to use such Client Content solely for the purpose of delivering the Services under this Agreement.

• Client IP Ownership: The Client owns all intellectual property rights to the content they create using Bonzai AI’s services, including, but not limited to, courses, materials, and video content generated by the system. After generation, the Client has full ownership and can use the content as they see fit.
• Stock Video and Image Content: For video and image content used in the generation of course content, Bonzai AI secures licenses from third-party stock libraries. The Client may use the generated video content for their purposes, with Bonzai AI ensuring that the necessary rights have been obtained from stock library providers.
• Enterprise Plans and Copyright Insurance: For enterprise clients using premium content from stock libraries, the Provider may offer copyright insurance coverage of up to $20,000 USD to protect against any claims of intellectual property infringement.
• Submitted Documents for LLM Fine-Tuning or Course Creation: All documents submitted by the Client to fine-tune large language models (LLMs) or create courses from the provided documents are not used to train any AI models. The Provider uses secure, enterprise-level API integrations to process these documents, ensuring that they are used solely within the Client's own secure portal. Additionally, all submitted documents remain the property of the Client.

8.2 Third-Party Software and Content

The Services may integrate with or incorporate third-party software and content, which may be subject to open-source licenses or other third-party agreements (“Third-Party Licenses”). The Client agrees to comply with all applicable third-party licenses and to ensure that their users do the same.

• Third-Party Integrations: Bonzai AI may work with third-party software partners to enhance the functionality of the LMS and Course Creator. In such cases, the Provider is not liable for any liabilities or claims arising from the Client’s use of such third-party software or services.
• Disclosure of Integrators: The Provider retains the right to maintain the privacy of the suppliers and integrators it works with, disclosing such information only when necessary and in compliance with applicable laws and regulations. The Provider ensures that all third-party suppliers are reliable and meet high security and quality standards.

8.3 Modifications and Enhancements

8.3.1 Client Modifications
Any modifications, enhancements, or adaptations made by the Client to their content within the LMS or Course Creator do not transfer any ownership rights of the underlying software or Services to the Client.

8.3.2 Provider Enhancements
Any enhancements, updates, or modifications made by the Provider to the LMS, Course Creator, or Services, including those based on Client feedback or requests, remain the exclusive property of the Provider.

8.4 Feedback and Contributions

The Client may provide suggestions, comments, or other feedback related to the Services ("Feedback"). The Client grants the Provider a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate such Feedback into the Services.

8.5 Residual Rights

Notwithstanding any other provision of this Agreement, the Provider shall be free to use any knowledge, information, or skills retained in the unaided memory of its personnel who have had access to the Client’s Content or Confidential Information, provided that such use does not disclose any of the Client's Confidential Information or infringe upon the Client's IPR.

8.6 Protection of Intellectual Property

Both parties agree to promptly notify each other upon discovering any unauthorized use or infringement of their respective IPR. The party owning such rights shall have the sole discretion to pursue legal action or other remedies to address such infringement.

8.7 Use of Trademarks and Branding

The Client grants the Provider a limited, non-exclusive, worldwide, assignable, royalty-free, sublicensable license during the term of this Agreement to use the Client’s trademarks, service marks, and logos (collectively, “Client Marks”) solely in connection with the provision of the Services and for promotional material, presentations, case studies, and marketing activities, with the Client’s prior written consent. Such use shall comply with the Client’s brand guidelines and any quality standards prescribed by the Client in writing.

Similarly, the Provider grants the Client a limited, non-exclusive, worldwide, assignable, royalty-free, sublicensable license during the term to use the Provider’s trademarks, service marks, and logos (collectively, “Provider Marks”) in connection with the Client’s use of the Services, subject to the Provider’s brand guidelines and quality standards.

8.8 Cooperation on Intellectual Property Matters

The Client agrees to cooperate with the Provider in securing, protecting, and enforcing the Provider’s IPR related to the Services. This includes providing reasonable assistance in securing patent or trademark protections and cooperating in any legal actions related to the infringement of IPR.

8.9 No Implied Licenses

Except for the licenses expressly granted under this Agreement, no other licenses are granted, either explicitly or by implication, estoppel, or otherwise, under any other patents, trademarks, copyrights, or other intellectual property rights owned or controlled by either party.

8.10 Documentation and Record Keeping

Both parties agree to maintain accurate records and documentation related to the use and distribution of any intellectual property licensed under this Agreement. Such records shall be retained for a period specified by applicable law and made available upon request to verify compliance with the terms of this Agreement.

9. Warranties and Disclaimers

9.1 Provider Warranties

9.1.1 Service Provision

• The Provider represents and warrants that the Services provided under this Agreement will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty, the Client's exclusive remedy, and the Provider’s entire liability, will be the re-performance of the Services, or if the Provider cannot substantially correct a breach in a commercially reasonable manner, the Client may terminate the Services and receive a pro-rated refund of any prepaid fees for the terminated services.

9.1.2 Compliance with Laws

• The Provider represents and warrants that it will provide the Services in compliance with all applicable laws, regulations, and ordinances.

9.2 Client Warranties

9.2.1 Information Accuracy

• The Client represents and warrants that all information provided to Transformers Academy for the purpose of executing this Agreement is accurate, complete, and not misleading.

9.2.2 Compliance with Laws

• The Client represents and warrants that its use of the Services will comply with all applicable laws, regulations, and ordinances.

9.2.3 Organization

• The Client represents and warrants that it is properly incorporated, organized and formed within its jurisdiction of incorporation and has taken all necessary corporate action to allow for the proper execution of and delivery of its obligations under this Agreement.

9.3 Disclaimers

• EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.
• The Client acknowledges that the Provider does not control the transfer of data over communications facilities, including the internet, and that the services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. The Provider is not responsible for any delays, delivery failures, or other damage resulting from such problems.
• The Provider does not represents or warrant or support third-party products or services, except as expressly specified in this Agreement, even if packaged or sold with Transformers Academy’s services or recommended by the Provider.

9.4 Specific Disclaimers

• Learning Outcomes: The Provider does not warrant or guarantee specific learning outcomes or results from the use of the Services. 
• Data Accuracy: While the Provider will strive to ensure the accuracy of the data provided through the Services, it expressly disclaims any liability or responsibility for the accuracy, completeness, or timeliness of any data generated or provided by third parties.

9.5 Beta Services

• The Provider may from time to time offer access to services that are classified as beta services ("Beta Services") for the purpose of testing and evaluation. The Client agrees that any use of the Beta Services is at its own risk and acknowledges and agrees that its use of the Beta Services may be subject to terms and conditions separate from those of this Agreement. Further, the Provider provides no represents and warranties whatsoever with respect to the Beta Services, and the Client shall have no cause of action or recourse whatsoever to the Provider.

9.6 No Unlawful or Prohibited Use

• The Client warrants that it will not use the Services for any purpose that is unlawful or prohibited by this Agreement. The Client may not use the Services in any manner that could damage, disable, overburden, or impair any of the Provider’s servers, or the network(s) connected to any Provider server, or interfere with any other party's use and enjoyment of any Services.

9.7 Interoperability and Compatibility

9.7.1 Compatibility Warranties 

• The Provider represents and warrants that the Services will be compatible only with the major browsers and operating systems (and versions thereof) specified in the service documentation, provided that the Client keeps its systems updated according to the recommendations provided by the Provider. The Provider, however, does not represents or warrant compatibility with all browser extensions, third-party software, or all future versions of operating systems.

9.7.2 Interoperability

• The Client acknowledges that while the Provider endeavors to ensure the Services can interoperate with popular third-party systems and services, complete interoperability cannot be guaranteed due to the evolving nature of software and services.

9.8 Mutual Cooperation

• Cooperation for Performance: Both parties agree to cooperate fully to achieve the satisfactory completion of the Services. This includes timely communication of any known or potential issues that may affect the performance of the Services or the fulfillment of either party's obligations under this Agreement.

9.9 Use of Third-Party Service Providers

• Responsibility: The Provider may utilize third-party service providers to deliver certain components of the Services. While the Provider remains responsible for the overall delivery and quality of the Services, it does not directly control the operations of these third-party providers.
• Disclaimer: The Provider expressly disclaims any and all liability for failures in the Services attributable directly or indirectly to third-party service providers, except where such failures result from the Provider’s failure to exercise reasonable care in accordance with industry standards in selecting and managing these providers.

9.10 Integration and Use of AI Technologies

9.10.1 AI Use

• The Client acknowledges and agrees that the Provider incorporates artificial intelligence (“AI”)technologies into the Services to enhance the functionality and efficiency of the Services. The Client acknowledges and agrees that AI-driven features are inherently experimental and may evolve over time and that by using the Services and the LMS, it accepts any and all risks associated with the use of AI technology and that the Provider shall not be liable for any claims which may arise due to such use.

9.10.2 AI Limitations Disclaimer

• While the Provider strives to ensure the accuracy and reliability of its AI-driven features, it cannot guarantee that these features will be error-free or will operate without interruption. The Provider expressly disclaims any and all liability for decisions made, or actions taken, based on information or suggestions provided by AI-driven features.

9.10.3 Ethical Use of AI

• The Provider is committed to using AI in a way that adheres to ethical guidelines, including respect for user privacy, transparency of AI functionalities, and efforts to mitigate biases. The Client acknowledges and agrees to use AI-driven features in a manner that is consistent with these ethical guidelines. Additionally, none of the Large Language Models (LLMs) will be trained on the client's data unless there is written permission from the client.

9.11 Utilization of Third-Party AI Tools

9.11.1 Integration of Third-Party AI

• The Client acknowledges and agrees that the Provider may integrate third-party tools that employ AI to enhance the functionality, efficiency, and effectiveness of the Services but that the Provider is not liable or responsible in any way whatsoever for such third party AI or the processing conducted by or the output of any such third party AI. 

9.11.2 Transparency and Disclosure 

• Where third-party AI tools are integrated into the Services, the Provider will use its commercially reasonable efforts to provide the Client with reasonable disclosures regarding the use of these tools, including any known limitations or potential biases inherent in their operation.

9.11.3 Performance Expectations 

• While the Provider expects third-party AI tools to enhance the Services, the Client acknowledges and agrees that the performance of these tools may vary, and specific outcomes cannot be guaranteed. The Provider expressly disclaims any and all liability related in any way to any inaccuracies, errors, or unintended consequences directly or indirectly attributable to the operation of third-party AI tools.

9.11.4 Client Consent for AI Use 

• For certain AI functionalities that may have significant privacy or data security implications, the Provider will seek the Client’s explicit consent before activating these features within the Client’s use of the Services.

Here’s the Deep Fake Policy section added separately within the document:

9.12 Deep Fake Policy

Strict Prohibition: The use of deep fake technology for malicious or deceptive purposes is strictly prohibited within Bonzai AI’s services. Bonzai AI is committed to ensuring ethical use of AI-generated content, including the creation of avatars and video-based learning materials.

• AI-Generated Content: Any content generated through Bonzai AI’s systems, including avatars or videos, must be used in a manner that aligns with ethical guidelines and applicable laws. Misrepresentation or the use of such content to deceive others is not permitted.
• Manual Ethical Verification: Bonzai AI performs manual ethical verification of all AI-generated video and avatar content to ensure compliance with the deep fake policy. The duration of this verification process may vary based on the Client’s plan, with an average verification time of 48 hours.
• Client Responsibility: The Client is responsible for ensuring that any content generated through Bonzai AI’s platform is used responsibly and legally. The Client must not use AI-generated avatars or video content in any way that could mislead or harm individuals, organizations, or the public.

Enforcement and Penalties: Violation of this policy may result in immediate suspension of services, termination of the Agreement, and potential legal action. Bonzai AI reserves the right to take appropriate actions against any misuse of its AI technologies, including reporting violations to relevant authorities.

9.13 Avatars Policy

9.13.1 Personal Avatars (Digital Twins)

Bonzai AI allows clients to create Personal Avatars, also known as Digital Twins, using their personal characteristics such as appearance, voice, and movement.

• Creation of Personal Avatars: By opting to create a Personal Avatar, the Client consents to the use of their biometric data (appearance, voice, and movement) for the purposes of creating the avatar. Bonzai AI and any third-party partners involved in the avatar creation process will handle the biometric data in accordance with applicable privacy laws and this Agreement.
• Data Usage: The biometric data used to create the Personal Avatar will be processed using secure enterprise-level API integrations and will not be used for any purpose other than to create and manage the avatar for the Client. The Client retains ownership of their biometric data, and it will only be used within the Client's secure portal.
• Third-Party Partners: The creation of Personal Avatars may involve Bonzai AI’s third-party partners. By agreeing to these terms, the Client grants permission for Bonzai AI and its partners to use the Client’s biometric data in accordance with Bonzai AI’s and the partners’ privacy agreements.

9.13.2 Bonzai Avatars

‍Bonzai AI offers Bonzai Avatars, which are pre-designed, non-personalized avatars available for use by the Client during the term of their contract.

• Access and Usage: Clients have access to Bonzai Avatars during the contract term. All content created with these avatars remains the intellectual property of the Client upon termination or expiration of the Agreement.
• Ethical Verification: All videos created using Bonzai Avatars will go through a Manual Ethical Verification process to ensure ethical usage and compliance with legal standards. The average time for verification is 48 hours, though this may vary depending on the Client’s service plan.

9.13.3 Intellectual Property Rights and Ownership

• Personal Avatars: The Client retains ownership of their Personal Avatar and any content generated using it. After the avatar is created, it may be used by the Client as they see fit, in compliance with this Agreement and applicable laws.

Bonzai Avatars: While the Client has access to Bonzai Avatars during their contract, the avatars themselves remain the intellectual property of Bonzai AI. However, all content generated with Bonzai Avatars is the property of the Client once created and verified.

10. Limitation of Liability

A clause limiting the liability of the Provider for damages arising out of or related to the agreement.

This section delineates the limitations on the liability of the Provider and the Client under the terms of this Agreement, setting forth the boundaries of financial and legal responsibility for both parties.

10.1 Limitation on Direct Liability

• Except as expressly provided in this Agreement, in no event shall either party be liable to the other party for any direct damages exceeding the amount paid or payable by the Client to the Provider under this Agreement during the twelve (12) months preceding the claim.

10.2 Exclusion of Indirect Damages

• In no event shall either party be liable to the other for any indirect, incidental, consequential, special, or exemplary damages, including but not limited to loss of profits, loss of data, or loss of goodwill, arising out of or in connection with the services provided under this Agreement, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability, or otherwise, and whether or not a party has been advised of the possibility of such loss or damage.

10.3 Exceptions to Limitations

• The limitations set forth in Sections 10.1 and 10.2 shall not apply to breaches of confidentiality obligations, violations of a party’s intellectual property rights, indemnification obligations, or liabilities arising from gross negligence or willful misconduct.

10.4 Acknowledgment of Risk

• The Client acknowledges that it accepts all risk that the Services may not meet its requirements or be uninterrupted, timely, secure, or error-free; that the results obtained from the use of the Services may not be accurate or reliable; and that any errors in the Services may not be corrected.

10.5 Essential Basis of the Agreement

• The limitations of liability set forth in this Section 10 are fundamental elements of the basis of the agreement between the Provider and the Client. 

10.6 Force Majeure

• Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure results from a Force Majeure event (as defined in Section 4.13 of this Agreement). This exemption from liability for Force Majeure shall not apply to the Client's obligation to make payments due under this Agreement.

10.7 Liability for Third-Party Claims

• The limitation of liability herein shall not limit a party's liability for claims brought by third parties to the extent such liability cannot be excluded by law. This includes, but is not limited to, liability for death or personal injury caused by negligence and liability for fraudulent misrepresentation.

10.8 No Liability for Unauthorized Access

• The Provider shall not be liable for any loss or damage arising from unauthorized access to the Client's data or the Services' account, where such access results from the Client's or its Users’ failure to secure its authentication credentials or from actions by the Client or its Users.

11. General Provisions

11.1 Governing Law

• This Agreement shall be governed by and construed in accordance with the laws of British Columbia, and the laws of Canada applicable therein, without regard to its conflict of laws principles. Any disputes arising from or related to this Agreement shall be subject to the exclusive jurisdiction of the courts located in British Columbia, Canada.

11.2 Amendments

• No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties. This includes any changes to services, fees, or any other material terms.

11.3 Severability

• If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the intention of the parties.

11.4 Waiver

• No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver shall constitute a waiver of any other provision nor shall any waiver constitute a continuing waiver.

11.5 Notices

• All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the second day after mailing if mailed to the party to whom notice is to be given, by first-class mail, registered or certified, postage prepaid, and properly addressed.

11.6 Assignment

• Neither party may assign this Agreement or any rights or obligations hereunder, without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party.

11.7 Entire Agreement

• This Agreement, including any exhibits and appendices referenced herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.

11.8 Counterparts

• This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. Electronic signatures shall be deemed to bind the parties to this Agreement as if they were handwritten signatures.

12. Service Levels and Support

12.1 Availability

• The Provider will use commercially reasonable efforts to ensure the Services are available to the Client, barring scheduled maintenance and circumstances beyond the Provider’s reasonable and direct control.

12.2 Support Services

• The Provider will provide support services to the Client through specified channels during agreed-upon hours. This Agreement will detail response times based on the severity of reported issues.

12.3 Scheduled Maintenance

• The Provider will provide advance notice of scheduled maintenance that is expected to affect the availability of the Services, striving to conduct maintenance during low-usage hours.

13. Changes to Services

13.1 Notification of Changes

• The Provider reserves the right to make changes to the Services, including updates, modifications, or discontinuation of features. The Provider will provide the Client with notification of significant changes that materially affect the Client’s use of the Services.  If the Provider discontinues a Service integral to the Client's current subscription, the Provider will either provide the Client with a comparable service at no increase in the fees  or offer a prorated refund or credit for the discontinued Service

13.2 Client Feedback

• The Client will have the opportunity to provide feedback on proposed changes to the Services. While the Provider will consider all feedback, it retains the final decision on the implementation of changes.

13.3 Adjustments Based on Changes

• If changes to the Services result in a material reduction in functionality or performance, the Client may terminate the agreement subject to the terms outlined in Section 6 (Term and Termination).

Appendices/Exhibits:

Implementation and Onboarding Services

A comprehensive suite of implementation and onboarding services will be provided to ensure clients can swiftly and effectively deploy the Transformers Academy platform within their organization. These services include:

• Initial setup and configuration of the learning management system.
• Onboarding sessions for administrators and instructors.
• Guidance on content migration and course setup.
• Best practices workshops for leveraging the platform’s features.

Continuous Improvement and Updates

The Provider is committed to the continuous improvement of its services. Clients will receive regular updates and enhancements to the platform, including new features, improvements to existing functionalities, and optimizations based on the latest educational technology trends and client feedback.

• Appendix A: Technical Requirements and Specifications

Appendix A: Technical Requirements and Specifications

This appendix outlines the technical specifications and system requirements necessary for the Client to access and use the LMS provided by Transformers Academy. It includes hardware, software, network, and security requirements to ensure a smooth and efficient operation of the LMS.

System Requirements

Hardware Requirements

• No specific hardware requirements for accessing the LMS. However, a computer or mobile device meeting the above operating system and browser specifications is required.

Network Requirements

• The Client's network should allow access to Transformers Academy’s LMS domains. This might require adjustments to firewall or network security settings to ensure connectivity is not blocked.
• Transformers Academy dns and/or IP addresses must be whitelisted.

Accessibility Requirements

• Transformers Academy’s LMS is designed to be accessible in accordance with WCAG 2.1 AA standards. Clients should ensure that any custom content uploaded to the LMS also meets these accessibility standards.

Integration Requirements

• For Clients utilizing the API Integration Extensions offered in the Expert Package, technical specifications and authentication details will be provided separately. Adequate security measures for API use must be implemented.

Training and Support

• The Provider will provide necessary training materials and support to assist the Client in meeting these technical requirements. Additional technical support related to setup, integration, or troubleshooting is available through the Support Service