TRAINING TERMS AND CONDITIONS

Please read these Training Terms and Conditions carefully before purchasing Training Courses defined hereunder from Provider.

Your registration or attendance of Training Courses and use of Provider’s website and customer portal (collectively the “Website”) constitutes acceptance of these Training Terms and Conditions and Provider’s Terms of Use.

Provider may modify, add, or remove portions of these Training Terms and Conditions at any time.

Description of the Training Courses.

Provider provides Training Courses as follows:

  • Instructor-Led Training Courses, comprised of:
  • Virtual Training Courses (webinar via WebEx); and.
  • Classroom Training Courses (at Provider’s designated facilities); and.
  • E-Learning Training Courses (3-month or 12-month subscription to access on-demand streaming media.).

Downloadable or distributed presentation materials and publications (collectively the “Training Materials”) for use with Training Courses may be provided by Provider.

Ordering and Payment.

Instructor-Led Training Courses are identified on Provider’s Website and such Training Courses are provided by local Provider companies. To order, you must complete the registration information on Provider’s Website and a Training Coordinator will contact you to arrange payment.

E-Learning Training Courses are ordered on-line through Provider’s Website. Registration Code for each E-Learning Training Course purchased will be emailed to you. Each attendee requires customer support portal registration and a Registration Code to view the E-Learning Training Course. If you are purchasing the E-Learning Course but are not an attendee, you must obtain a Voucher pursuant to the procedure set forth below. Payment may be made using credit cards and in such case you agree to Provider’s use of third-party service providers to enable e-commerce functionality in Provider’s Website.

Payment is due before commencement of the Training Course and you agree to pay all charges incurred in connection with the Training Courses including applicable taxes.

Privacy.

Registration and certain other demographic data and information provided by you is subject to Provider’s Privacy policy. You agree that all information provided is true, accurate and complete and to maintain and update such information regularly.

Training Course Access

E-Learning Courses are available for 3-month or 12-month subscription periods from the date of purchase and are accessed by web browser. Flash and HTML5 capable web browser is required for viewing the E-Learning modules. Headphones or earbuds are recommended for listening to the audio narration.

Instructor-Led Virtual courses are accessed via WebEx. See WebEx website for system requirements: https://support.webex.com/MyAccountWeb/knowledgeBase.do?articleId=WBX4830 .

Instructor-Led Classroom Courses are conducted at Provider designated facilities.

You acknowledge and agree that you are solely responsible for travel and lodging associated with Instructor-Led Classroom Courses and for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment and services needed to access the Website and Instructor-Led Virtual Courses and E-Learning Courses. Provider shall have no responsibility or liability for the foregoing.

Quality of the Virtual and E-Learning Courses.

The quality (e.g., the resolution) of Virtual Courses and E-Learning Courses, as well as the download speed of content, may be affected by a variety of factors such as your location and the speed of your internet connection. Provider makes no representation or warranty regarding access to Virtual Courses and E-Learning Courses, including the quality of streaming content and the download speed of Training Materials.

Registrant Substitution; Postponement and Cancellation Credit Procedure.

Before any Instructor-Led Course commences and before launching an E-Learning Course within the 3-month or 12-month viewing period, you may substitute another party to access the Training Course and/or cancel a Training Course for which you are registered.


To substitute a Registrant and/or cancel a registration, you must send a written cancellation request to training@cd-adapco.com.

Cancellation notices received after: (i) commencement of an Instructor-Led Course; or (ii) launching an E-Learning Course within the 3-month or 12-month subscription period will not be accepted by Provider.

If any Instructor-Led Course is postponed or cancelled by Provider for any reason, every effort will be made to notify you via the email address provided upon purchase and/or registration in the Website. Provider is not liable for any costs or expenses associated with such a postponement or cancellation, including, but not limited to travel and lodging. Commercial registrants will receive first seating priority and Training Courses for free-of-charge and academic registrants may be postponed by Provider if space is limited.

In the event of a postponement or cancellation, a credit for the purchase amount of the Training Course (each a “Voucher”) will be issued by Provider for you to apply towards a replacement or different Training Course. Each Voucher is valid and must be used within six (6) months from the date of issuance.

Provider's Proprietary Rights.

Provider and its affiliates and/or licensors own all intellectual property rights in the Training Courses including the Training Materials made available in connection therewith. The Training Courses and Training Materials are protected by copyright, trademark, patent and/or other proprietary rights and laws. Except as expressly authorized in advance in writing by Provider, you agree not to reproduce, modify, rent, lease, loan, sell, distribute or create derivative works based on, all or any part of the Website, the Training Courses and/or Training Materials made available to you.

Usage terms, conditions and limitations with respect to trade names, trademarks, service marks and logos shall be subject to Provider’s Trademark terms which are incorporated in full herein by reference. Nothing contained on the Website and nothing in connection with any Training Course hereunder will be construed as granting, by implication, estoppel or otherwise, any license or right to use any such trade names, trademarks or service marks without the express prior written consent of Provider.

Restrictions on Use of Training Materials.

Unless otherwise noted, all Training Materials for use with the Instructor-Led Courses and E-Learning Courses, including, but not limited to, any syllabus, outline, documents, specifications, articles, images, illustrations, designs, icons and photographs are protected by copyright and owned, controlled or licensed by Provider, or the party credited as the provider of the Training Materials. The Purchaser and each Registrant hereunder shall abide by all additional copyright notices, information or restrictions contained in any Training Materials accessed through the Website.

No Training Materials may be copied, reproduced, framed, hyperlinked, republished, downloaded, uploaded, posted, transmitted, or distributed in any way; provided, however, that you may download, where specifically permitted, one copy of the Training Materials on any single computer for your personal, non- commercial use only, provided you keep intact all copyright and other proprietary notices. Copying or storing of any Training Materials for other than personal use is expressly prohibited without prior written permission from Provider, or the copyright holder identified in the copyright notice contained in the Training Materials, and modification of the Training Materials or use of the Training Materials for any other purpose is a violation of Provider's copyright and other proprietary rights.

Participation License.

If you speak or otherwise participate at an Instructor-Led Course, you hereby consent to Provider recording such presentation in connection with such Provider program (“Program Participation”) and to the publication, distribution, exhibition and display of any such Program Participation. Provider may exercise or license these rights in all forms and media, whether now known or later developed, throughout the world. Your consent is irrevocable and extends to Provider and its affiliates, successors, assigns and licensees, and includes the right to use your likeness, voice, and statements. You recognize that Provider, as the program producer, will be the copyright owner of the recording of any such program. You hereby confirm to have the authority to grant the foregoing nonexclusive license relating to Program Participation.

Disclaimer.

THE TRAINING COURSES AND ANY RELATED TRAINING MATERIALS ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, PROVIDER AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE. PROVIDER AND ITS AFFILIATES AND LICENSORS DO NOT WARRANT THAT THE TRAINING COURSES OR THE TRAINING MATERIALS WILL BE UNINTERRUPTED OR ERROR- FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER(S) THAT MAKES THE WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PROVIDER AND ITS AFFILIATES AND LICENSORS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE TRAINING COURSES OR TRAINING MATERIALS IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO ALL TRAINING COURSE PURCHASES OR REGISTRATIONS.

THE INFORMATION CONTAINED IN THE TRAINING COURSES AND TRAINING MATERIALS IS PROVIDED AS A SERVICE TO PROVIDER SOFTWARE LICENSEES AND THEIR AUTHORIZED USERS AND DOES NOT CONSTITUTE PROFESSIONAL ENGINEERING ADVICE. PROVIDER COMMERCIAL SOFTWARE IS SUBJECT TO SEPARATE WRITTEN AGREEMENT THAT INCORPROATES THE TERMS LOCATED AT http://mdx2.plm.automation.siemens.com/terms-conditions . PROVIDER PROFESSIONAL SERVICES, INCLUDING ENGINEERING ANALYSIS SERVCES AND CUSTOM TRAINING IS SUBJECT TO THE TERMS AND CONDITIONS OF PROFESSIONAL SERVICES FOUND AT http://mdx2.plm.automation.siemens.com/terms-conditions . PROVIDER STRIVES TO PROVIDE QUALITY INFORMATION, BUT PROVIDER MAKES NO CLAIMS, PROMISES OR GUARANTEES ABOUT THE ACCURACY, COMPLETENESS, OR ADEQUACY OF THE INFORMATION CONTAINED IN THE TRAINING COURSES OR TRAINING MATERIALS ASSOCIATED THEREWITH. NOTHING PROVIDED HEREIN SHOULD BE USED BY YOU OR YOUR COMPANY AS A SUBSTITUTE FOR THE ADVICE OF A COMPETENT ENGINEER OR OTHER DESIGN PROFESSIONAL.

Limitation of Liability.

UNDER NO CIRCUMSTANCLES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL PROVIDER AND ITS AFFILIATES AND LICENSORS BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE TRAINING COURSES OR ASSOCIATED TRAINING MATERIALS, EVEN IF PROVIDER AND ITS AFFILIATES AND LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO ALL TRAINING COURSE PURCHASES OR REGISTRATIONS. IN NO EVENT SHALL PROVIDER AND ITS AFFILIATES AND LICENSORS AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID FOR THE TRAINING COURSE OR TRAINING MATERIALS THAT GAVE RISE TO THE CLAIM.

Jurisdiction.

E-Learning Courses and all related Training Materials under these Training Terms and Conditions are offered by Provider from the United States.

Instructor-Led Courses and all related Training Materials under these Training Terms and Conditions are offered by the Provider Company located from or serving the country where such Instructor-Led Courses are conducted.

Each Training Course is subject to export control regulations of the United States and the country where such Training Course is conducted and you are responsible for any violations of any such rules and regulations restricting exports.

Provider may limit the availability of the Training Courses and/or Training Materials, in whole or in part, to any person, geographic area or jurisdiction it may independently choose from time to time.

Governing Law.

These Training Terms and Conditions and Provider’s provision of Training Courses and Training Materials are governed by the laws of the State of New York, U.S.A., without regard to its conflicts of law provisions, and regardless of where you may be located or where any Training Course may be conducted.

Dispute Resolution.

Any dispute that cannot be settled amicably shall be resolved by arbitration, which shall be the exclusive method of formal dispute resolution under and in connection with these Terms and Conditions and any Training Course provided hereunder. Such arbitration shall be held at a mutually agreeable location in the country where the Provider Company that provided the Training Course is located and otherwise in accordance with the Rules of Arbitration of the International Chamber of Commerce. The provision of Training Courses and these Terms and Conditions will not be governed by the United Nations Convention on Contracts for the International Sales of Goods and choice of law provisions, the application of which is expressly excluded. There will be one arbitrator appointed in accordance with the said Rules. The arbitration will be conducted in the English language, and the proceedings shall be conducted in a manner that preserves confidentiality. The arbitrator's decision shall follow these Training Terms and Conditions and shall be final and binding. The arbitrator shall have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Training Terms and Conditions, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.

Contact Information.

Any questions regarding the meaning or application of these Training Terms and Conditions should be directed to training@cd-adapco.com. Please note that e-mail communications will not necessarily be secure; accordingly do not include credit card information or other sensitive information in your e-mail correspondence.


Miscellaneous.

If any provision under these Training Terms and Conditions are found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable and will not affect the validity and enforceability of any remaining provision.

No waiver by a party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.

These Training Terms and Conditions, together with all policies referred to and incorporated herein, is the entire agreement between you and Provider relating to the provision of Training Courses and Training Materials as described hereunder and supersedes any and all prior or contemporaneous written or oral agreements or understandings relating to such subject matter.

Notices to you may be made via posting to the Website, by e-mail, or by regular mail, in Provider's discretion.

The Website may also provide notices of changes to these Training Terms and Conditions or other matters by displaying such notices or by providing links to such notices.

Without limitation, you agree that a printed version of these Training Terms and Conditions and of any order for Training Courses or notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Training Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Provider will not be responsible for failures to fulfill any obligations due to causes beyond its control.

IF YOU DO NOT AGREE TO THESE TRAINING TERMS AND CONDITIONS, THEN YOU MAY NOT PURCHASE, REGISTER AND/OR ACCESS ANY TRAINING COURSES.

YOU HEREBY WARRANT AND REPRESENT THAT YOU ARE AUTHORIZED BY YOUR COMPANY TO PROVIDE INFORMATION ON PROVIDER’S WEBSITE AND TO PURCHASE, REGISTER AND/OR ACCESS THE TRAINING COURSES HERUENDER SUBJECT TO THESE TRAINING TERMS AND CONDITIONS.

ANY MODIFICATION REQUESTS TO THESE TRAINING TERMS AND CONDITIONS MAY BE GIVEN TO: contracts@cd-adapco.com.