This CLO Training Additional Terms ("Additional Terms") governs Training Workshop (defined below) provided by CLO and are incorporated in reference to the General Terms of Use ("General Terms") (the Additional Terms and the General Terms are collectively referred to as "Terms"). Capitalized terms not defined here have the same meaning as defined in the General Terms. References to "Service" in these Additional Terms are to the Training Workshop.  In the event of any conflict between the General Terms and the Additional Terms, the Additional Terms shall prevail and govern with respect to the provision of Training Workshop.

BY ENTERING INTO AN ORDER FORM FOR A TRAINING WORKSHOP,  CHECKING THE “ACCEPT” BOX OR ITS EQUIVALENT ON A TRAINING PLATFORM (DEFINED BELOW), OR PARTICIPATING IN PUBLIC WORKSHOP (DEFINED BELOW), YOU AGREE TO ABIDE BY AND COMPLY WITH THESE TERMS.

1. Definitions. Unless otherwise defined herein, capitalized terms in this Terms shall have the following meanings:
   
   1.1 “CLO Materials” means the training documentation and materials, including video content and other content owned by or licensed to CLO, provided by CLO or its licensors in electronic or physical form.
   1.2 “CLO Personnel” means any CLO employee, any agent or other third party authorized by CLO to provide the Training Workshop. 
   1.3 “Training Platform(s)” means any CLO or third-party owned software, systems or platforms on which CLO Materials are hosted and delivered for purposes of training, including temporary login access to a training version of the Software.
   1.3 “Training Workshop” means instructor-led training sessions--either in-person or online--conducted by CLO Personnel for you or Authorized Users to receive training for the Software or other Services, and includes services and CLO Materials delivered via CLO designated Training Platforms. 
   
   

2. Training Workshop

   2.1 Training workshops may be provided in one of the following formats: (i) "Public Workshop," which is open to the general public and available to users who sign up for the specific Public Workshop; (ii) "On-demand Training," which consists of a set of CLO Materials designed for specific training purposes and made available on-demand through Training Platforms; or (iii) "Tailored Training," which is available exclusively to Legal Entities that have executed an Order Form or a separate agreement.
   2.2 Public Workshop. On the date determined by CLO, CLO will either (a) provide an online Public Workshop or (b) send CLO Personnel to the location determined by CLO to provide the Public Workshop. The Public Workshop is structured for the number of authorized participants pre-determined by CLO (“Authorized Participants”).  Notwithstanding any other provision of these Terms, CLO (A) retains the right to cancel or reschedule the Public Workshop at any time in its sole discretion and (B) has no corresponding obligation to provide a refund of any kind in the event of such a cancellation or rescheduling. 

   2.3 On-Demand Training is governed by the terms and conditions set forth in CLO Academy Online Terms and Conditions (available at https://stenterprisefilesprod.blob.core.windows.net/clo3d-prod-public/upload/CLO%20Academy%20Online%20Terms.pdf).

   2.4 Tailored Training

   2.4.1  Subject to your payment of applicable fees set forth in the applicable Order Form and compliance with the obligations set forth in Section 2.4.3, on the date(s) specified in the applicable Order Form, or such other date(s) to be mutually agreed between CLO and you, CLO will either (a) provide an online Tailored Training if an online Tailored Training is specified in the applicable Order Form, or (b) send CLO Personnel to the location specified in the applicable Order Form, or such other location to be mutually agreed between CLO and you, if the parties agree to an in-person, on-site Training Workshop. 

   2.4.2 Pricing. The Tailored Training is structured for the number of Authorized Users specified in the applicable Order Form. You may add additional Authorized Users to the Tailored Training for additional fees. Tailored Training may also be customized for additional fees (such customizations will be specified in the applicable Order Form).

   2.4.3 Your Obligations. You will be responsible for: 

   1. paying the applicable Tailored Training Fee set forth in the applicable Order Form and any additional expenses incurred by CLO for the purpose of the Tailored Training;

   2. delivering CLO Materials (if any) the Company receives from CLO to the Tailored Training participants; 

   3. ensuring Training Workshop participants possess computers with operating systems and software that are able to access the Software and view Training Materials presented; 

   4. providing facilities and/or equipment to be used by Tailored Training participants;

   5. for on-site, in-person Tailored Training only, providing facilities and/or equipment to CLO Personnel in conjunction with the Tailored Training, including (i) Tailored Training room; (ii) projector or display; and (iii) snacks and refreshments; and 

   6. for any advanced Tailored Training or any other Tailored Training that is not CLO’s Basic Training Workshop, delivering to CLO the previously agreed-upon digital assets and related materials by the date to be mutually agreed between CLO and you (the "Asset Delivery Deadline"). In the event that such assets and/or materials are not received by the Asset Delivery Deadline, CLO is only responsible for providing a Basic Training Workshop, without any obligation to provide a refund, prorated or otherwise.  

   2.4.4 Cancellations and Reschedules. You agree to notify CLO in writing of any cancellation or intent to reschedule a scheduled Tailored Training--with a minimum of one (1) week notice in advance of  the scheduled date for online Tailored Training and with a minimum of two (2) week notice in advance of the scheduled date for on-site, in-person Tailored Training. In the event you cancel or reschedule a Tailored Training without complying with such notice obligations, CLO will invoice and the Company will pay a cancellation or rescheduling fee in an amount equal to fifty-percent (50%) of the total cost or price of the Tailored Training set forth in the applicable Order Form (“Cancellation Fee”). In addition to any such Cancellation Fee as applicable, in the event you cancel or reschedule an on-site, in-person Tailored Training, CLO will also invoice and you will also pay any and all non-refundable travel and lodging expenses associated with the previously scheduled Tailored Training incurred by CLO before receiving your cancellation notice.
   
   
   

3. Training Platforms. Where Training Platforms are utilized in connection with the Training Workshop, CLO will notify You and provide access to Training Workshop participants prior to the start of, or during, the Training Workshop. When an individual participant registers on a Training Platform, they may be prompted to create an account and to agree to the terms of service presented via such Training Platform.
   
   
   

4. Ownership of Training Materials.

   4.1 CLO or its licensors will retain all rights in and to CLO Materials utilized in the Training Workshop. CLO hereby grants to you a non-exclusive, royalty-free, non-transferable license to use CLO Materials, to the extent necessary to enable you to exercise all of the rights granted under these Terms. 
   4.2 For clarity, the CLO Materials constitute the Confidential Information of CLO. 
   4.3 NO RECORDING, STREAMING, ETC. Unless otherwise agreed to in writing by CLO, neither you nor any Training Workshop participant is permitted to take video or audio recordings of the Training Workshop, stream the Training Workshop, or otherwise distribute CLO Materials other than as set forth herein.   

   4.4 Where you provide your materials to enable the Training Workshop (i.e. your digital files for designs and patterns for use during the Training Workshop) (“Your Materials”), you hereby grants to CLO a non-exclusive, royalty-free license to use such Your Materials to the extent necessary to enable CLO to provide the Training Workshop to you. Your Materials will be returned to you upon completion of the Training Workshop. 
   
   
   

5. Term and Termination. This Terms terminate upon the Training Workshop completion date mutually agreed between CLO and you.  CLO may terminate this Terms immediately upon a material breach of this Terms by you. Upon termination or expiration of this Terms, the licenses granted hereunder will terminate and each party must cease all use of CLO Materials and Your Materials. Sections 4 will survive any termination or expiration of this Agreement.