Instructor-Led Training (ILT) Terms and Conditions

Second Sight Training Systems, LLC
Effective Date: September 1, 2026

1. Agreement Overview

These Terms and Conditions govern all instructor-led training ("ILT") services delivered by Second Sight Training Systems, LLC ("Second Sight") to a client organization ("Client") under a signed services agreement. ILT services are offered exclusively to organizations; Second Sight does not sell individual seats in ILT courses directly to individual participants. Where a signed services agreement between Second Sight and the Client specifies terms that differ from these Terms and Conditions, the signed agreement governs for that engagement; otherwise, these Terms and Conditions apply.

2. Registration and Payment

2.1 Registration Process. The Client is responsible for designating attendees for each training delivery and providing accurate roster information (name, email, and employer) for each attendee. Attendees are bound by the Code of Conduct and other participant-facing provisions in these Terms.

2.2 Payment Terms.

• An initial deposit is due upon execution of the services agreement, in the amount specified in that agreement.

• Final payment is due no later than 30 days following delivery of the training, in the amount specified in the services agreement.

• Accepted payment methods include electronic payment, check, and purchase order.

• Client is responsible for any taxes arising from its use of the Services.

2.3 Confirmation. Registration for a training delivery is confirmed upon receipt of the initial deposit specified in the services agreement.

2.4 Cancellation and Refunds. Cancellation requests must be made in writing. Refunds are calculated as a percentage of the initial deposit, based on the timing of the cancellation relative to the scheduled training date:

Cancellation Period Refund on Initial Deposit More than 60 days prior to training 100% 60–30 days prior to training 50% Less than 30 days prior to training No refund

3. Rescheduling

A training delivery may be rescheduled by mutual agreement of Second Sight and the Client. A rescheduling request may be subject to a change fee, calculated as a percentage of the initial deposit, based on the timing of the request relative to the originally scheduled training date:

Rescheduling Period Change Fee More than 60 days prior to training No change fee 46–60 days prior to training 10% of initial deposit 16–45 days prior to training 25% of initial deposit 15 days or fewer prior to training 50% of initial deposit

If a mutually agreeable new date cannot be established, the cancellation terms in Section 2.4 apply.

4. Training Delivery

4.1 Location. Training sessions are conducted at the venue specified in the services agreement.

4.2 Schedule. Sessions are conducted per the schedule specified in the services agreement. Second Sight reserves the right to reschedule a session due to circumstances beyond its reasonable control, with prompt notice to the Client.

4.3 Minimum Enrollment. Second Sight reserves the right to reschedule a session if minimum enrollment for that session, as specified in the services agreement, is not met at least 15 days prior to the scheduled date. In that event, the Client will be offered a new date, access to equivalent online training if available, or the cancellation terms in Section 2.4.

4.4 Learning Materials. Attendees will receive access to course materials for personal use only in connection with the training. Unauthorized sharing, reproduction, or distribution of materials is prohibited.

4.5 Attendance. Full attendance is required to receive a certificate of completion, where applicable.

5. Code of Conduct

Attendees are expected to maintain professionalism and respect toward instructors and fellow attendees. Disruptive or inappropriate behavior may result in removal from the session without a refund to the Client for that attendee's participation.

6. Confidentiality

6.1 Attendee Confidentiality. Discussions, case studies, or experiences shared during training must remain confidential among attendees and are not to be disclosed outside the training session.

6.2 Mutual Confidentiality. Second Sight and its employees, agents, and representatives will not use for their own benefit, or disclose, any information that is proprietary to the Client and shared in connection with the Services, and will treat such information as confidential. This provision survives termination of the services agreement.

7. Intellectual Property

Second Sight, or its third-party content providers, retains all worldwide rights in the intellectual property in the instructional materials and on the Second Sight website or e-learning platform, including, but not limited to, trademarks, service marks, trade dress, inventions, ideas, trade secrets, source code, HTML code, the "look and feel" of the materials, color combinations, layout, and all other graphical elements, and the copyrights in and to its original content.

Attendees should assume that everything they read, hear, or see during Second Sight instructor-led courses, on the website, or in the learning management system is copyrighted, trademarked, or otherwise protected and owned or licensed by Second Sight. Except as expressly stated on the Site or in these Terms, nothing may be copied, reproduced, modified, distributed, transmitted, republished, displayed, or performed for commercial use without the prior written consent of Second Sight. Nothing in these Terms grants an express or implied license to any of Second Sight's intellectual property.

If an attendee or Client submits any unsolicited intellectual property, idea, copyrightable material, invention, discovery, improvement, trade secret, or know-how to Second Sight, they forfeit their intellectual property rights and moral rights in such communication or material.

8. Liability

8.1 Assumption of Risk and Hold Harmless. Certain ILT courses include physical, scenario-based, or hands-on exercises (for example, fieldwork safety or de-escalation practice). Attendees voluntarily assume the risks associated with participating in these activities. To the fullest extent permitted by law, the Client and each attendee release and hold harmless Second Sight and its officers, owners, partners, directors, agents, employees, and successors from any claim for injury, loss, or damage arising from participation in these activities, except to the extent caused by Second Sight's gross negligence or willful misconduct.

8.2 Health and Safety. For in-person sessions, attendees must comply with health and safety requirements at the training venue.

8.3 Limitation of Liability. Second Sight is not liable for any direct or indirect damages arising from participation in the training, except in cases of gross negligence or willful misconduct.

8.4 Indemnification. Client agrees to defend, indemnify, and otherwise hold harmless Second Sight and its officers, owners, partners, directors, agents, employees, shareholders, successors, and assigns from and against any cause of action or claim, including court costs, expenses, and attorney fees, related to or arising from the Client's or an attendee's use of the Site or any other services of Second Sight.

9. Default and Remedies

The following constitute a material default under a services agreement governed by these Terms: failure to make a required payment when due; insolvency or bankruptcy of either party; or failure to make available or deliver the Services in the time and manner provided for in the services agreement.

If a party defaults by failing to substantially perform any provision of the services agreement, the non-defaulting party may terminate the agreement by providing written notice describing the default. The defaulting party has 30 days from the effective date of that notice to cure the default. Unless waived, failure to cure within that period results in automatic termination of the agreement.

10. Force Majeure

Second Sight is not responsible for cancellations, delays, or disruptions caused by circumstances beyond its reasonable control ("Force Majeure"), including extreme weather, travel disruptions, acts of God, epidemic, pandemic, or other public health crisis, fire, explosion, storm, orders of military or civil authority, national emergency, insurrection, riot, war, strike, or work stoppage. Second Sight will use reasonable efforts to avoid or remove such causes and will resume performance with reasonable dispatch once they cease.

11. Notice

Any notice required under a services agreement governed by these Terms is sufficiently given if delivered in person, by certified mail (return receipt requested), or by email to the addresses specified in the agreement. Notice is deemed received when delivered or signed for, or on the third day after mailing if not signed for.

12. Entire Agreement; Amendment; Severability; Waiver

These Terms and Conditions, together with the applicable services agreement, contain the entire agreement of the parties regarding ILT services and supersede any prior oral or written agreements on that subject. These Terms may be amended by Second Sight as described in Section 14; a specific services agreement may only be modified in writing signed by both parties. If any provision is held invalid or unenforceable, the remaining provisions continue in effect, and the invalid provision will be construed and enforced as narrowly as needed to be valid. The failure of either party to enforce any provision is not a waiver of the right to enforce it later.

13. Governing Law

These Terms and any dispute arising from ILT services are governed by the laws of the State of New York, without reference to its conflicts of law principles.

14. Changes to Terms

Second Sight reserves the right, in its sole discretion, to change these Terms and Conditions. The most current version supersedes all previous versions. Second Sight encourages Clients to periodically review these Terms to stay informed of updates.

15. Contact Information

For any inquiries or clarifications, please contact:

Second Sight Training Systems, LLC
10 Hillside Drive Schenectady
New York 12302
Email: info@secondsight-ts.com
Phone: 800-701-4481