These Training Course Terms and Conditions ("Terms") apply to enrollment in any courses listed in the Hitachi Data Systems (HDS) Academy on-line catalog or any printed copy of the same. "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.
All registration orders are subject to acceptance by HDS. HDS will not be bound by any terms or conditions of Customer's registration order that are inconsistent with or in addition to these Terms.
Fees for courses shall be in accordance with the prices listed in the Course Catalogue and in effect on the date of order registration of the course. HDS reserves the right to adjust such fees at anytime without notice. Customer shall pay HDS 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 HDS' net income.
Customer may cancel course registration without penalty by notifying HDS, 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 HDS equal to fifty percent of the applicable training course fee. Cancellation with five (5) or less business days' notice will result in Customer paying a cancellation penalty to HDS equal to one hundred percent of the applicable course fee.
In connection with the performance of a training course, HDS 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 HDS, 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 HDS or its contractor. HDS 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.
HDS 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 HDS; (ii) gives HDS sole control of the defense and settlement of the claim; (iii) provides to HDS all available information and assistance; and (iv) has not compromised or settled such claim. If any Work Product is found to infringe, or in HDS' opinion is likely to be found to infringe, HDS 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. HDS shall has no obligation to Customer under this Section 5 for any claim resulting from any unauthorized copying, use or modification of 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 HDS' entire liability, and Customer's sole and exclusive remedy for intellectual property rights claims relating to or arising out of any Work Product.
HDS 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.
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, HDS' 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 HDS 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 CLAIM. IN NO EVENT WILL HDS 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 HDS 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 HDS 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.
Customer agrees to comply strictly with all applicable export control laws and regulations.
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 HDS 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 HDS of any breach or default under these Terms must be in writing and executed by an authorized officer of HDS.
A party is not liable under these Terms for non-performance caused by events or conditions beyond that party's control. This provision does not relieve Customer of its obligation to fulfill payment obligations.
Neither party shall assign or otherwise transfer any of its rights or obligations under these Terms, except that HDS may assign its right to payment to an affiliated company. HDS may subcontract its obligations under these Terms.
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.
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.
Any dispute related to these Terms will be governed by New York law and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply.