CREATIVE GENIUS ACADEMY - TERMS OF SERVICE

Creative Genius Academy is a business operated by Sylvia Chan Art Inc., a corporation incorporated pursuant to the federal laws of Canada (“CGA”). By registering for and attending art lessons offered by CGA, whether online or in-person (“Art Lessons”), the student or, in the case of a student who is a minor, the parent or legal guardian on behalf of such student (the “Client”) agrees to be bound by the terms of this Agreement, which shall apply in respect of all Art Lessons provided by CGA to the Client.

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the parties hereto, the parties agree as follows:

SECTION 1 – ART LESSONS

1. Description of Art Lessons. The Client is engaging CGA to provide Art Lessons delivered by employees or independent contractors of CGA (each an “Instructor” and collectively, “Instructors”) from time to time, which may include both online and in-person sessions in a group environment. CGA cannot guarantee that the same Instructor will provide all Art Lessons to the Client.

1.2 Equipment and Materials. The Client will be responsible for supplying their own tools and materials, including but not limited to, graphite and colored pencils, paint brushes, erasers, sharpeners, and other materials as may be required to participate in a particular Art Lesson. To participate in digital Art Lessons, the Client will need access to an iPad and stylus, or other electronic device with similar functionality. When attending in-person Art Lessons, CGA will only provide the Client with basic consumable art supplies such as paint, unless otherwise agreed by CGA in its sole discretion.

1.3 Policies. The Client acknowledges and agrees that CGA will have the right to create operating procedures and policies for its business from time to time (which includes, without limitation, all aspects of the Art Lessons, and other classes or sessions offered by CGA from time to time), and the Client agrees to abide by all such policies and procedures during the term of this Agreement.

1.4 Third Party Services. CGA may use third party services to deliver Art Lessons, including but not limited to, Google Classroom. The Client acknowledges and agrees that they may be required to agree to third-party terms of service in order to receive such third-party services and participate in Art Lessons.

SECTION 2 – PHOTOGRAPHY, RECORDINGS, AND PRIVACY

2.1 Video for Online Art Lessons. The Client may be required, from time to time, to share live video of themselves and/or their artwork during online Art Lessons to allow Instructors to provide individualized feedback to the Client.

2.2 Use of Client’s Image. In registering for Art Lessons, the Client will be required to confirm whether they consent to the following:

during Art Lessons, whether online or in-person, CGA may collect and retain photographs, videos, or other recordings of the Client, which will become the property of CGA (the “Client’s Image”).

CGA may use the Client’s Image for marketing, advertising and other business purposes (including, without limitation, the creation of promotional materials, brochures, website and social media content). The Client waives any right to compensation for any use of the Client’s Image.

For certainty, if the Client does not provide their consent pursuant to this Section 2.2, incidental collection of the Client’s Image may still occur in connection with the Client attending Art Lessons; however, CGA agrees that the Client’s Image will not be used by CGA for marketing, advertising or other business purposes other than with the Client’s prior consent.

2.3 Retracting Consent. If the Client provides written notice to CGA retracting prior consent given pursuant to Section 2.2, CGA will refrain from using the Client’s Image in any future publication.

SECTION 3 – ART LESSON PURCHASE, TRANSFER AND USE

3.1 Fees. The Client is required to pay in advance for all Art Lessons. Pricing and package details will be listed on CGA’s website and may be subject to change from time to time.

3.2 Lesson Credits. The Client may purchase multiple Art Lesson credits as part of a package (the “Credits”). Credits can be redeemed for Art Lessons as and when scheduled by CGA and booked by the Client, provided that each Credit must be used within twelve (12) months of the date of original purchase. Once purchased, Credits are non-refundable, except as may be required by applicable law or in accordance with Section 4.1. The Client may apply unused Credits purchased in connection with a particular Art Lesson for another CGA class or program of equal or lesser value (as determined by CGA in its sole discretion) for use within the original twelve (12) month period.

3.3 Transfer of Credits. The Client may transfer any unused Credits to an immediate family member for use within that same twelve (12) month period by providing written notice to CGA along with contact details of the proposed transferee. Any transfer will be conditional upon said transferee (i) being accepted by CGA; and (ii) confirming their agreement to be bound by the terms of this Agreement.

3.4 Scheduling and Cancellations. All Art Lessons must be booked in advance with CGA. The Client must provide notice to CGA of any changes, cancellations or scheduling issues not less than twenty-four (24) hours prior to any scheduled Art Lesson. Failure to provide such notice will result in the forfeiture of such Art Lesson and any related Credit(s).

3.5 Lateness of Client. The Client is expected to arrive on time and be ready to begin work at the beginning of any scheduled Art Lesson, whether online or in-person. Art Lessons will not be extended, nor any fees reimbursed, as a result of the late arrival of the Client to their scheduled Art Lesson.

SECTION 4 – TERM AND TERMINATION

4.1 Term and Termination. This Agreement shall become effective upon its execution by the parties and shall continue in full force and effect until terminated. CGA or the Client may terminate this Agreement at any time and for any reason by providing written notice of termination to the other party, provided that (i) upon termination by the Client, any unused Credits will be forfeited unless transferred to another individual in accordance with Section 3.3; and (ii) upon termination by CGA, the fees paid for any unused Credits that have not expired as of the date of termination shall be refunded to the Client.

SECTION 5 – RESTRICTIVE COVENANTS

5.1 CGA’s Confidential Information. For purposes of this Agreement, “Confidential Information” means any confidential and/or proprietary information concerning CGA or its business including, without limitation, CGA’s curriculum, lesson plans, templates, digital materials and other information provided by CGA in respect of the Art Lessons. The Client covenants and agrees, at all times during the term of this Agreement and after termination of this Agreement, to keep all Confidential Information confidential and not to disclose it to any person or entity, sell or publish it through any medium or use it for any purpose other than his or her personal use for educational purposes.

5.2 Non-Solicitation. During the term of this Agreement and for a period of twelve (12) months following the termination of this Agreement for any reason, the Client shall not, directly or indirectly, in any manner or capacity whatsoever: (a) solicit, hire, contract with or otherwise engage an Instructor to provide art instruction, lessons, tutoring or other art education services to the Client or any other person or entity, other than through CGA; or (b) interfere in any way with any business relationship between CGA and any Instructor or other person or entity.

5.3 Equitable Remedies. The parties acknowledge that a breach of subsections 5.1 or 5.2 hereof may cause irreparable harm for which monetary damages may prove inadequate. CGA shall therefore be entitled to seek, in any court, temporary restraining orders, preliminary and permanent injunctions, and/or other equitable remedies in addition to all remedies available at law, in connection with any violation or threatened violation of any such provisions.

SECTION 6 –LIMITATION OF LIABILITY, INDEMNITY, COVID-19 WAIVER AND RELEASE

6.1 Limitation of Liability and Exclusion of Damages. Under no circumstances will any of CGA, its shareholders, directors, officers, employees, or Instructors (collectively, the “Releasees”), be liable for consequential losses or indirect or special damages of any kind or for any loss or damage arising from the termination of this Agreement. Further, the Releasee’s total liability under this Agreement shall not exceed the total fees paid to CGA by the Client during the three (3) months immediately preceding the date of the alleged act or omission giving rise to the said liability. This Agreement does not impose any obligation or liability upon any person or entity other than the parties hereto.

6.2 Indemnity. The Client hereby agrees to indemnify, hold harmless and defend the Releasees from and against any action, suit, claim, demand, proceedings, liability, damage, loss, cost and expense (including, without limitation, reasonable legal fees) (collectively, “Claims”) which may be made or brought against the Releasees, or which any of them may suffer or incur as a result of or in relation to any breach by the Client of any of his or her obligations under this Agreement.

6.3 Acknowledgment of COVID-19 Risks. The COVID-19 pandemic has created heightened risks for individuals who attend in-person Art Lessons at CGA’s studio. The Client, on their own behalf and on behalf of their respective heirs, executors, administrators, personal legal representatives, assigns and next of kin (collectively, “Legal Representatives”), covenant, acknowledge and agree as follows:

there may be significant risks and dangers related to the Client’s participation in in-person Art Lessons during the current COVID-19 pandemic, including without limitation an increased risk of contracting COVID-19 through coming into contact with or exposure to other people at CGA’s studio, by touching the surfaces, art supplies or other equipment at CGA’s studio or otherwise;

the Client will be required to supply their own personal protective equipment and wear an appropriate facial mask during all in-person Art Lessons;

equipment and supplies, including but not limited to tables, chairs, markers, brushes, paints, pencils, pens, paper, canvases and various other materials, will be shared between participants, which may increase the risks related to COVID-19;

CGA will make reasonable efforts to follow the current Ministry of Health and Toronto Public Health guidelines related to the current COVID-19 pandemic, and will develop and implement its own set of policies and practices to adhere to said guidelines;

as the COVID-19 pandemic evolves, the practices and protocols of CGA are subject to change;

the Client may be excluded from an in-person Art Lesson in the following circumstances: the Client has symptoms related to COVID-19; the Client has a confirmed COVID-19 infection; the Client’s isolation is recommended by government guidelines; the Client fails to adhere to the terms of this Agreement as it applies to mitigating COVID-19 risk during in-person Art Lessons; or other factors exist which cause CGA or its Instructors to be concerned about COVID-19.

6.4 Assumption of Risk. The Client is fully aware that their participation in an in-person Art Lesson poses risks and dangers related to COVID-19 including an increased risk of infection. The Client voluntarily, knowingly and freely assumes all such risks and dangers even if caused by the negligence or wilful acts or omissions of the Releasees or any other person, during such in-person Art Lesson.

6.5 COVID-19 Waiver and Release. The Client hereby waives all rights to make or bring any Claims related to COVID-19 which the Client or their Legal Representatives have or may in the future have against the Releasees (or any of them) and hereby release and forever discharge the Releasees (and each of them) from any and all Claims and liability for or in respect of any COVID-19 related illness, infection, personal injury, or death as a result of or related to their participation in an in-person Art Lesson due to any cause whatsoever including, but not limited to, negligence, wilful acts or omissions, breach of contract, breach of any government guidelines or breach of any statutory or other duty of care by any of the Releasees or any other person. The Client also hereby waives all rights to make or bring any Claims if they are excluded from participating in any Art Lesson due to COVID-19 concerns or for any other reason and hereby release and forever discharge the Releasees from any and all Claims and liability in respect thereof.

SECTION 7 – GENERAL

7.1 Disclaimer. CGA makes no representations, warranties or guarantees of any kind related to the artistic output, skills growth, progression and/or performance generally that may be achieved by the Client as a result of the provision of the Art Lessons.

7.2 Notices. All notices or other communications required or permitted to be given hereunder by a party to the other party shall be given in writing by personal delivery or by registered mail, postage prepaid, or by electronic mail to such other party at their last known address or email address. Each of the parties shall promptly inform the other of any change in addressor email address. All such notices or other communications shall be deemed to have been received when delivered or transmitted, or, if mailed, on the third business day following the date of mailing if postal service and deliveries are then operating.

7.3 Amendment and Waiver/Assignment. This Agreement may not be amended or modified except by written instrument signed by the parties. No party will be deemed to have waived the exercise of any right that he/she/it holds under this Agreement unless such waiver is made in writing. This Agreement shall enure to the benefit of and be binding upon the parties hereto andtheir respective successors and assigns, heirs, executors and administrators, but shall not be assignable by the Client without the prior written consent of CGA.

7.4 Further Assurances. The Client will from time to time at CGA’s request and without further consideration, execute and deliver such other documents and take such further action as may be required to more effectively complete any matter provided for in this Agreement.

7.5 Force Majeure. Neither party shall be liable for failure to fulfill its obligations under this Agreement (other than a failure to make payment of fees or other amounts owing hereunder) if that failure is caused, directly or indirectly, by flood, communications failure, weather, fire, earthquake, or other natural calamity or act of God, interruption in electricity or internet connectivity, third-party server issues, acts of terrorism, riots, civil disorders, acts of governmental agencies, quarantines, epidemics or pandemics, malicious acts of third parties, labor disputes, or any other similar cause beyond the reasonable control of that party.

7.6 Entire Agreement. This Agreement, together with the online registration form(s) completed by the Client to register in Art Lessons from time to time, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings between the parties relating to the subject matter hereof.

7.7 Severability. If any portion of this Agreement is found to be illegal, invalid or unenforceable, the remaining portions shall remain in full force and effect.

7.8 Interpretation. This Agreement shall not be construed against CGA by reason of the drafting or preparation of this document by its legal counsel. This Agreement is to be read with all changes in gender or number as required by the context. Section headings are included solely for convenience of reference and are not intended to be full or accurate descriptions of the contents thereof. Time shall be of the essence in this Agreement.

7.9 Counterpart. This Agreement may be executed by the parties in counterpart, each of which when so executed will be an original, and those counterparts will together constitute one and the same instrument.

7.10 Continuing Provisions. The provisions of Sections 2, 4, 5, 6 and 7 shall continue in force, notwithstanding the termination of this Agreement, to the extent necessary to give effect thereto.

7.11 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein (but without giving effect to any conflict of laws rules). The parties hereto agree that the Courts of Ontario shall have jurisdiction to entertain any action or other legal proceedings based on any provisions of this Agreement. Each party hereto does hereby attorn to the exclusive jurisdiction of the Courts of the Province of Ontario.