BY REGISTERING FOR THIS PROGRAM, YOU (THE “PARTICIPANT”) AGREE TO THE TERMS OF THIS AGREEMENT AND ANY APPLICABLE TERMS, AS DEFINED BELOW (COLLECTIVELY, THE “AGREEMENT”). IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS.

REGISTRATION AGREEMENT
This Registration Agreement (this “Agreement”) is between:

the CIO Strategy Council (“CIOSC”); and

the “Participant” (together the “Parties” and each a “Party”).

Participant desires access to AI governance education programming created by Alberta Machine Intelligence Institute (“AMII”)

NOW THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1 Definitions
Definitions. Capitalized terms in this Agreement will have the following meanings:

1.1 “Agreement” means this Registration Agreement including the Terms and Conditions contained herein.

1.2 “Documentation” means the training materials, education materials, and other documentation provided or made available by AMII in fulfilment of this Agreement.

1.3 “Intellectual Property” means any material susceptible or potentially susceptible to intellectual property protection anywhere in the world that is conceived or produced in the furtherance of AMII’s interest and business or in which AMII otherwise has a proprietary interest.

1.4 “Intellectual Property Rights” means all copyrights, patents, trademarks, industrial designs, trade secrets, any applications for any of the foregoing, and any other proprietary rights associated with Intellectual Property.

1.5 “Force Majeure” includes but is not limited to acts of God, flood, explosion, fire, lightning, earthquake, tornado, war, riot, civil disturbance, strike, government order, decision or administrative ruling, health crisis, epidemic or pandemic, government inaction, technological problems including but not limited to malfunction in satellite networks and Internet availability, and any other circumstances that are unforeseeable, sudden, insurmountable, and/or outside the control of a Party or of AMII;
Other capitalized terms have the meanings defined in this Agreement.

2 Education Sessions

2.1 Participant will register for and participate in one AI education session.

2.2 Each AI education session will be recorded and made available to AMII in order to support AMII insights for future program improvements. At CIOSC’s sole discretion, a recording of an AI education session may be made available, in whole or in part, in the event a Participant has been unable to attend all or part of the AI education session for which they had registered for a reason considered acceptable by CIOSC and at CIOSC’s sole discretion. Any recordings made hereunder will only be used to further the purposes of this Agreement. Any recordings made hereunder will be deleted within 180 days after the conclusion of the AI education session recording.

3 Confidential Information and Data Protection

3.1 Confidential Information. Each Party and AMII acknowledges that, during the course of this Agreement, each Party may be exposed to Confidential Information of the other Party as well as to Confidential Information of AMII. Each Party agrees that all such Confidential Information shall be subject to this section. Confidential Information further includes all trade secrets, know-how, inventions, techniques, processes, algorithms, software programs, schematics, planned product features, functionality, methodology, performance, and software source documents. The receiving Party will use reasonable diligence and in no event less than the degree of care that is used with respect to its own confidential and proprietary information of like nature, to prevent the unauthorized disclosure, reproduction, or distribution of such Confidential Information to any other individual or entity;

(a) Confidential Information will exclude:
(i) information that is already in the public domain as of the date of the disclosure or becomes known publicly after disclosure through no fault of the receiving Party;
(ii) information already known to the receiving Party as of the date of the disclosure and that was not obtained either directly or indirectly from the disclosing Party;
(iii) information disclosed to the receiving Party by a third party not otherwise under an obligation of confidentiality with the disclosing Party; and
(iv) information that the receiving Party is obliged to produce under order of a court of competent jurisdiction, provided that the receiving Party promptly notifies the disclosing Party of such an event so that the disclosing Party may seek an appropriate protective order;

4 Warranty and Indemnity

4.1 No Advice. Information made available by CIOSC or AMII on their websites and/or through CIOSC’s or AMII’s employees is not intended to constitute advice nor is it to be used as a substitute for specific advice from a licensed professional. Participant should not act, or refrain from acting, based upon information contained on CIOSC’s or AMII’s websites without independently verifying the information and, as necessary, obtaining professional advice.

4.2 Authority. The Parties and AMII hereby warrant that each has the authority to enter into this Agreement as of the Effective Date.

5 Remedies

5.1 Dispute Resolution. Participant acknowledges that CIOSC and AMII possess valuable confidential and proprietary information, including trade secrets and business practices, which would be damaging to CIOSC and/or AMII if revealed in open court. Participant further acknowledges and agrees that it is preferable to resolve all disputes confidentially, individually, and in an expeditious and inexpensive manner. Accordingly, Participant agrees that any dispute will be resolved by private dispute resolution, rather than court action. Before commencing any arbitration in the manner set out in section 5.2 below, both Parties and AMII shall first attempt to resolve any dispute or differences by way of good faith negotiation. The good faith negotiation shall commence by each of CIOSC, AMII, and Participant communicating their respective positions regarding the complaint, claim, dispute, or controversy to the others and proposing how the Parties and AMII should resolve the dispute. Both Parties and AMII shall then make good faith efforts to negotiate a resolution of the claim, dispute, or controversy. Neither Party, nor AMII, shall commence any arbitral proceedings unless and until the good faith negotiation fails.

5.2 Arbitration. Any claim, dispute, or controversy (whether in contract, tort, or otherwise; whether pre-existing, present, or future; and including statutory, common law, intentional tort, and equitable claims capable in law of being submitted to binding arbitration) against CIOSC or AMII, the agents, employees, officers, directors, successors, assigns, or affiliates thereof (collectively, for purposes of this paragraph, “CIOSC, AMII et al.”) arising from or relating to this Agreement, its interpretation, or the breach, termination, or validity thereof, the relationships between the Parties and/or AMII, whether pre-existing, present, or future (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), CIOSC, AMII et al.’s advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. The arbitration will be limited solely to the dispute or controversy between Participant and CIOSC, AMII et al. Any award of the arbitrator(s) shall be final and binding on Participant and CIOSC, AMII et al., and may be entered as a judgment in any court of competent jurisdiction. The arbitration will take place in Ottawa, Ontario and will be conducted under the rules of the Canadian Arbitration Association in English.

6 Successors and Assigns

6.1 Successors and Assigns. Participant may not assign its rights and obligations under this Agreement to any party at any time. This Agreement will enure to the benefit of and will be binding on CIOSC and its respective successors and permitted assigns. In the event of corporate merger, amalgamation, divestiture, or asset sale, CIOSC will have the right to transfer and assign its rights and obligations hereunder to any third party (the “Assignee”), upon written notice to Participant, provided that CIOSC causes the Assignee to agree in writing to all the terms and conditions contained in this Agreement.

12 Miscellaneous

7.1 Section Headings. The section and paragraph headings used herein are for convenience only and are not a part of this Agreement and shall not be used in construing the Terms and Conditions contained herein.

7.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and AMII, and no amendment to the terms of this Agreement will be effective unless in writing and signed by both Parties hereto and by AMII.

7.3 Force Majeure. Notwithstanding anything herein to the contrary, CIOSC and AMII shall not be liable for any delay or failure in performance caused by a Force Majeure.

7.4 Relationship of the Parties and AMII. This Agreement does not constitute a partnership or joint venture, and nothing herein is intended to constitute, nor will it be construed to constitute, such a partnership or joint venture. Except as expressly provided in this Agreement, neither CIOSC nor Participant nor AMII will have any power or authority to act in the name or on behalf of the other Party or AMII, or to bind the other Party or AMII to any legal agreement.

7.5 Severability. The provisions of this Agreement are each to be considered separately, and if any provision hereof should be found by any court of competent jurisdiction to be invalid or unenforceable, this Agreement will be deemed to have effect as if such provision were severed from this Agreement.

7.6 Notices. All notices and communications required or permitted under this Agreement will be in writing and will be sent by registered or certified mail, postage prepaid, return receipt requested, with confirmed answer back, or electronic mail (email), with confirmation of receipt, to CIOSC or Participant at the respective addresses first set forth hereinabove or to such other address as CIOSC or Participant may from time to time specify by notice to the other given as provided in this paragraph. A notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

7.7 Waiver. A waiver of any part of this Agreement shall only be effective if written and signed by the Party entitled to waive that part or by AMII if so entitled, as applicable. The waiver, of a breach or otherwise, of any term of this Agreement by AMII or a Party shall in no way be construed as a waiver of any other term or other breach hereof. Neither CIOSC nor Participant has any right to waive a benefit accruing to AMII, a requirement for AMII’s benefit, or any obligations imposed by AMII on the Parties; only AMII may effect such waiver, which shall only be effective if written and signed by AMII.

7.8 Jurisdiction. Subject to the dispute resolution provisions set out in sections 5.1 and 5.2 of this Agreement, the Parties and AMII hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute arising hereunder.

7.9 Governing Law. This Agreement and any sales hereunder shall be deemed to have been made in the Province of Ontario and shall be construed and interpreted according to the laws of the Province of Ontario and the applicable laws of Canada.

7.10 Third-Party Beneficiary. AMII shall be a third-party beneficiary under this Agreement and shall have the ability and right to enforce the terms thereof.