TRAINING AGREEMENT

Initial Capacity’s educational and training services website (the “Training Website”) are operated by Initial Capacity, Inc. (“Initial Capacity”). By accessing files, browsing, or using the Training Website, you agree to be bound by these terms of use between you and Initial Capacity (the “Training Agreement”) as well as the Website Terms of Use posted at https://initialcapacity.io/terms-of-use, as may be updated from time to time (the “Terms of Use”), which are incorporated in this Training Agreement by reference. Unless otherwise indicated, capitalized terms have the meaning stated in the Terms of Use. If you do not agree to the Training Agreement, you may not use or access the Training Websites.

If you accept the Training Agreement on behalf of an organization, and not solely as an individual, you represent and warrant that you have the legal authority to bind that organization, and you hereby enter into the Training Agreement on behalf of that organization. “You” or “your” or “attendee” or “Customer” means the individual or entity accepting this Training Agreement and the individual accepting this Training Agreement on behalf of the entity. The Training Agreement is subject to change by Initial Capacity from time to time and is dated and archived when updated to a newer version.

The Training Agreement governs (a) any education and training services (instructor-led public training services or instructor-led private training services) that Initial Capacity provides or offers to you (collectively, “Training Services”); (b) your access to and use of the Training Websites and all Initial Capacity intellectual property and proprietary materials accessible through the Training Websites or otherwise in connection with the Training Services, including any training materials made available to you that Initial Capacity uses to provide the Training Services and any updates, improvements, or modifications to such training materials furnished to you by Initial Capacity in connection with the Training Services, whether requested by you or initiated by Initial Capacity (collectively, “Course Materials”).

1. TRAINING SERVICES. The Training Services consist of a two-day course in which trainees can learn the fundamentals of building cloud native applications; as trainees learn, they pair with practitioners that have built applications and engineering teams for startups and enterprises—developers and platform engineers that have spearheaded the cloud native revolution. Initial Capacity shall use reasonable efforts to meet any performance dates specified at https://ainativeweekend.com, and any such dates shall be estimates only. Subject to Section 8, Customer acknowledges that Initial Capacity makes no warranty regarding the results to be attained by using the Training Services.
2. TRAINING LOCATION AND EQUIPMENT. Initial Capacity shall provide all Training Services remotely and/or in-person. You shall provide all equipment, including software, necessary to obtain remote access to the Training Services.
3. OBLIGATIONS.
   1. Initial Capacity Obligations. Initial Capacity shall use Continuum Collective personnel who shall be suitably skilled, experienced and qualified to perform the Training Services (the "Initial Capacity Personnel"). Continuum Collective is responsible for the payment of all Initial Capacity Personnel compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers' compensation insurance payments, and disability benefits.
   2. Customer Obligations. You shall not without Initial Capacity's prior written consent (i) copy Initial Capacity's copyrighted material; (ii) use Continuum Collective's trademarks, trade names, or other designations in any promotion or publication; or (ii) use recording equipment in training sessions.
4. PAYMENT TERMS.
   1. Payment. Customer will pay the agreed-upon fee for the Training Services. Unless payment for Training Services have been arranged separately between Customer and Initial Capacity, payment for all orders must be made by credit or debit card on the checkout page. Payments are handled by a third party service provider, Stripe.
5. CANCELLATION POLICY
   1. By Initial Capacity. Initial Capacity reserves the right to cancel or reschedule any Training Services. If cancellation or rescheduling is necessary, Initial Capacity will make commercially reasonable efforts to notify you at least ten business days in advance. Cancellation or rescheduling with less than ten business days of advance notice is sometimes required. Initial Capacity will not, in any way, be held responsible for any costs, including loss of airfare or other transportation costs, hotel expenses, or other damages that you may incur in the event that Initial Capacity cancels or reschedules Training Services. Initial Capacity will refund the tuition fees set out above only.
   2. By You. Training Services fees are non-refundable if you cancel the Training Services. In the event the purchased Training Services are canceled. Initial Capacity will work with you to reschedule with an equivalent course within the next year, but you will not be entitled to a refund of any Training Services fees.
   3. Expiration. The Training Services entitlement expires within 12 months from date of purchase. You are not entitled to a refund upon expiration of the Training Services entitlement.
6. ACCESS TO THE TRAINING WEBSITES AND TRAINING SERVICES. You may access and use the Training Websites and Training Services for solely your own benefit or the sole benefit of your organization. To access the Training Websites and Training Services, you must register and set up an authorized account with any passwords, authentication keys, and security credentials that enable your access to the Training Websites and Training Services (“Login Credentials”). You shall keep your Login Credentials confidential. If you set up an authorized account for an organization, you will require that all users whom you authorize to use that account, which may include third parties who provide services to you, must keep their Login Credentials confidential and must not share their Login Credentials with any unauthorized person. You will keep your registration information accurate, complete, and current as long as you continue to use the Training Websites or Training Services. You are responsible for any use that occurs under your Login Credentials. If you believe an unauthorized user has gained access to your Login Credentials, you shall notify Initial Capacity immediately. Neither Initial Capacity or its affiliates are responsible for any unauthorized access to or use of your account.
7. LIMITED WARRANTY.
   1. Limited Warranty. Subject to Section 8, Initial Capacity warrants to Customer that it shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with commercially reasonable industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. INITIAL CAPACITY MAKES NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR TRAINING MATERIALS.
   2. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN 7.1, INITIAL CAPACITY MAKES NO WARRANTY WHATSOEVER REGARDING THE TRAINING SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY INITIAL CAPACITY, OR ANY OTHER PERSON ON INITIAL CAPACITY'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 7.1 OF THIS AGREEMENT.
8. LIMITATION OF LIABILITY
   1. TYPES OF DAMAGES. IN NO EVENT SHALL INITIAL CAPACITY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT INITIAL CAPACITY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
   2. AGGREGATE LIABILITY. IN NO EVENT SHALL INITIAL CAPACITY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT (INCLUDING BREACH OF WARRANTY), TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO INITIAL CAPACITY FOR THE CORRESPONDING TRAINING SESSION OF TRAINING SERVICES SOLD HEREUNDER.
9. CONFIDENTIALITY. From time to time during the Term of this Agreement, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party") information about its business affairs, products/services, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information shall not include information that, at the time of disclosure: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 8 by the Receiving Party or any of its representatives; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of the Receiving Party or its representatives prior to being disclosed by or on behalf of the Disclosing Party; (iv) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information; or (v) is required to be disclosed pursuant to applicable federal, state, or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction. The Receiving Party shall: (A) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (C) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Receiving Party shall be responsible for any breach of thisSection 8 caused by any of its representatives. The Disclosing Party may seek equitable relief (including injunctive relief) against the Receiving Party and its representatives to prevent the breach or threatened breach of this Section 8 and to secure its enforcement, in addition to all other remedies available at law. At any time during or after the term of this Agreement, at the Disclosing Party's written request, the Receiving Party and its representatives shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party's Confidential Information, or promptly destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed.
10. TERM AND TERMINATION.
    1. Term. The term of this Agreement commences on the Effective Date and continues until the Training Services are completed, unless and until earlier terminated as provided under this Agreement (the "Term").
    2. Right to Terminate.
       1. Initial Capacity may terminate this Agreement upon written notice to Customer if Customer breaches any provision of this Agreement, and either the breach cannot be cured or, if the breach can be cured, it is not cured by Customer within 10 days after Customer's receipt of written notice of such breach.
       2. Customer may terminate this Agreement upon written notice to Initial Capacity:
          1. if Initial Capacity materially breaches any material provision of this Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured by Initial Capacity within 30 days after Initial Capacity's receipt of written notice of such breach;
          2. if Initial Capacity (i) becomes insolvent or is generally unable to pay its debts as they become due, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, (iii) makes or seeks to make a general assignment for the benefit of its creditors, or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or
          3. in the event of a Force Majeure Event affecting the Initial Capacity's performance of this Agreement for more than 60 consecutive days.
       3. Effect of Termination; Survival.
          1. Expiration or termination of the Agreement will not affect any rights or obligations of the Parties that: (i) come into effect upon or after expiration or termination of this Agreement; or (ii) by their nature should apply beyond the Term of this Agreement.
          2. Any notice of termination under this Agreement automatically operates as a cancellation of any Training Services that are scheduled to take place subsequent to the effective date of termination. The Party terminating this Agreement, or in the case of the expiration of this Agreement, each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of either Party's rights, remedies or defenses under this Agreement, at law, in equity, or otherwise.
11. GOVERNING LAW. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of California, United States of America, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California.
12. COURSE MATERIALS
    1. License Grant. Subject to the terms and conditions of this Training Agreement, Initial Capacity hereby grants to you, under all of Initial Capacity’s intellectual property rights in and to the Course Materials, a non-exclusive, revocable, non-transferable license in the country where you are invoiced, without right to sublicense, right to access the applicable Training Websites and use the applicable Course Materials solely for your internal business purposes for the Term. You may not use the Training Websites or the Course Materials in any products or services offered for sale or license by you.
    2. Ownership. The Course Materials are licensed, not sold, and you receive no title to or ownership of any copy of the Course Materials. Continuu Collective shall retain all right, title, and interest, including all intellectual property rights, in and to the Course Materials.
    3. Proprietary Notices. You acknowledge that any symbols, trademarks, tradenames, copyrights, and service marks adopted by Initial Capacity to identify the Course Materials belong to Initial Capacity and that you shall have no rights therein. You shall not remove, efface, or obscure any copyright or trademark notices from the Course Materials.
    4. No Other Rights Granted. Apart from the license rights expressly set forth in this Training Agreement, Initial Capacity does not grant and you do not receive any ownership right, title, or interest nor any security interest or other interest in any intellectual property rights relating to the Course Materials, nor in any copy of any part of the foregoing. Except as expressly authorized in this Training Agreement, you shall not use, license, sell, or otherwise distribute the Course Materials. For the avoidance of doubt, Initial Capacity does not grant and you do not receive any right to copy, modify, or prepare derivative works of the Training Websites or Course Materials.
    5. No Support. Except for any applicable Training Services, nothing in this Training Agreement shall obligate Initial Capacity to provide any support of any kind for the Training Websites or Course Materials.
13. FORCE MAJEURE. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of the Customer to make payments to Initial Capacity hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, epidemics or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) shortage of adequate power or transportation facilities; (h) other similar events beyond the reasonable control of the Impacted Party.

    The Impacted Party shall give notice within five days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of 60 days following written notice given by it under this Section 12, either Party may thereafter terminate this Agreement upon 10 days' written notice.