These Training Course Terms and Conditions ("Terms") apply to enrollment in any courses listed in Hitachi Data Systems' (Hitachi Data Systems') current Global Education and Professional Services Catalog ("Course Catalog"). "Customer" means the authorized purchasing individual or entity and all subsidiaries in which Customer has an ownership interest greater than 50%.
PLEASE READ THESE TERMS CAREFULLY. ANY ORDER FOR TRAINING COURSES OR ANY ACT BY CUSTOMER ACCEPTING THE BENEFITS OF THE TRAINING COURSES SHALL BE CONCLUSIVE EVIDENCE OF CUSTOMER'S ACCEPTANCE OF THESE TERMS.
1. Registration.
All registration orders are subject to acceptance by Hitachi Data Systems. Hitachi Data Systems will not be bound by any terms or conditions of Customer's registration order that are inconsistent with or in addition to these Terms.
2. Payment
Fees for courses shall be in accordance with the prices listed in the Course Catalog and in effect on the date of order registration of the course. Hitachi Data Systems reserves the right to adjust such fees at anytime without notice. Customer shall pay Hitachi Data Systems in full for courses at least ten (10) days prior to course commencement. Customer agrees to pay all taxes and duties imposed upon the purchase of courses or related to any activities hereunder, exclusive of taxes based upon Hitachi Data Systems' net income.
3. Cancellation
Customer may cancel course registration without penalty by notifying Hitachi Data Systems, at least ten (10) business days before the beginning of the course. Cancellation within six (6) to nine (9) business days prior to the start date will result in Customer paying a cancellation penalty to Hitachi Data Systems equal to fifty percent of the applicable training course fee. Cancellation with five (5) or fewer business days' notice will result in Customer paying a cancellation penalty to Hitachi Data Systems equal to one hundred percent of the applicable course fee.
4. Work Product
In connection with the performance of a training course, Hitachi Data Systems or a contractor may deliver to Customer work product, defined as works of authorship, training manuals, documentation, reports, drawings and similar works ("Work Product"). Customer acknowledges and agrees that Hitachi Data Systems, its licensors, or its contractors own all Work Product. All Work Product delivered to Customer pursuant to these Terms shall be and remain the property of Hitachi Data Systems or its contractor. Hitachi Data Systems grants to Customer a limited, nonexclusive, nontransferable license to use the Work Product for Customer's internal business purposes. Customer shall not reproduce, copy, display, distribute, modify or prepare derivative works of the Work Product.
5. Infringement Indemnification
Hitachi Data Systems will defend or settle at its option and expense any legal proceeding brought against Customer, to the extent that it is based on a claim that Work Product or a course provided hereunder directly infringes a copyright or U.S. patent, and will pay all damages and costs awarded by a court of final appeal attributable to such claim, provided that Customer (i) gives written notice of the claim promptly to Hitachi Data Systems; (ii) gives Hitachi Data Systems sole control of the defense and settlement of the claim; (iii) provides to Hitachi Data Systems all available information and assistance; and (iv) has not compromised or settled such claim. If any Work Product is found to infringe, or in Hitachi Data Systems' opinion is likely to be found to infringe, Hitachi Data Systems may elect to: (i) obtain for Customer the right to use such Work Product so that it becomes non-infringing; or (ii) remove the Work Product and refund Customers net book value of the Work Product. Hitachi Data Systems shall have no obligation to Customer under this Section 5 for any claim resulting from any modification made to the subject Work Product, or use of an allegedly infringing version of any Work Product, if the alleged infringement could be avoided by the use of a different version made available to Customer. Section 5 states Hitachi Data Systems' entire liability, and Customer's sole and exclusive remedy for intellectual property rights claims relating to or arising out of any Work Product.
6. Warranty
Hitachi Data Systems warrants that it will provide training courses in a good and workmanlike manner. WORK PRODUCT IS PROVIDED TO CUSTOMER "AS IS." ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT ARE DISCLAIMED.
7. Limitation of Liability
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, Hitachi Data Systems' OR ITS LICENSORS' AGGREGATE LIABILITY TO CUSTOMER OR TO ANY THIRD PARTY FOR CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR A COURSE PROVIDED BY Hitachi Data Systems HEREUNDER, WHETHER FOR BREACH OF CONTRACT OR IN TORT, WILL BE LIMTED TO THE FEES PAID BY CUSTOMER FOR THE COURSE WHICH IS THE SUBJECT MATTER OF THE CLAIMS. IN NO EVENT WILL Hitachi Data Systems BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF THESE TERMS OR A COURSE PROVIDED BY Hitachi Data Systems HEREUNDER (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES WHETHER FOR BREACH OF CONTRACT OR IN TORT, EVEN IF Hitachi Data Systems HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE.
8. Export Compliance
Customer agrees to comply strictly with all applicable export control laws and regulations.
9. Severability, Waiver
If any provision of these Terms is held to be unenforceable, these Terms will remain in full force and effect with the provision omitted. No delay or omission to exercise any right or remedy accruing to Hitachi Data Systems upon any breach or default of Customer shall impair that right or remedy, or be construed to be a waiver of any breach or default. A waiver by Hitachi Data Systems of any breach or default under these Terms must be in writing and executed by an authorized officer of Hitachi Data Systems.
10. Force Majeure
A party is not liable under these Terms for nonperformance caused by events or conditions beyond that party's control. This provision does not relieve Customer of its obligation to fulfill payment obligations.
11. Assignment/Subcontract
Neither party shall assign or otherwise transfer any of its rights or obligations under these Terms, except that Hitachi Data Systems may assign its right to payment to an affiliated company. Hitachi Data Systems may subcontract its obligations under these Terms.
12. Notices
All written notice required by these Terms must be delivered in person or by other means evidenced by a delivery receipt or acknowledgment and will be effective upon receipt.
13. Entire Agreement
These Terms constitute the parties' entire agreement relating to the subject matter. It supersedes all prior communications between the parties. No modification to these Terms will be binding, unless in writing and signed by an authorized representative of each party.
14. Dispute Resolution
Any dispute related to these Terms will be governed by California law and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply.
