Terms and Conditions for Sitecore Training Updated: April 8, 2019
Please review the following terms and conditions (“Agreement”) which apply to any Sitecore professional training services, including Sitecore e-learning and instructor-led online training courses with virtual attendance (“VILT”) (collectively “Online Training Services”) as well as in-person Sitecore classroom training courses (“Classroom Training Services”), and any Materials that you have accessed or purchased (collectively, the “Services”) on this website (the “Website”). Sitecore Corporation A/S, and any subsidiaries that directly or indirectly, control, are controlled by, or are under common control with Sitecore Corporation A/S (“Sitecore”), will provide the Services to you as set forth in this Agreement. This Website may be operated and/or hosted by authorized third party vendors of Sitecore. Some Services may be provided free of charge, in Sitecore’s sole discretion. “Materials” means any document, report, code, assessment, training material, video, simulation, product information, feature and/or software that is provided pursuant to this Agreement. This Agreement does not apply to subject matter outside of the rendering of Services by Sitecore (e.g., the use of this Website or processing of payments).
By using or accessing the Services (including downloading any Materials from the Website) you manifest your acceptance of the Agreement and you represent that you have the authority to bind your company, agency, or other entity (“Customer”) to the Agreement, and that Customer shall be responsible for any breach of the terms of this Agreement by any participants in the Services. If you do not have such authority, or if Customer does not agree to the Agreement, neither you nor Customer may use the Services. As used in this Agreement, “you” means any individual participant in the Services, whether as an Individual, an Organizational Customer, or as an End User, as further explained in Section II.B below.
Sitecore may, at any time, and at its sole discretion, choose to change this Agreement by posting new terms on the Website. By using the Website for Services after any such change, you indicate your assent to such new terms. In the event that you refuse to accept such changes, you must cease use of the Services and notify Sitecore. Sitecore will terminate your access to the Services. For the sake of clarity, Sitecore will not refund any pre-paid amounts for Services not used as of the date of termination. Except as set forth above in this paragraph, no amendment or modification of this Agreement will be valid or binding upon the parties unless made in writing and signed by a duly authorized representatives of both parties.
This Agreement does not amend or supersede any terms of a separate agreement for the provision of Sitecore training you may have entered into with Sitecore (each, a “Sitecore Training Agreement” or “STA”); in the event of a conflict between any STA and this Agreement, the terms of the STA will control.
I. -TERMS FOR CLASSROOM TRAINING SERVICES AND VILT-
A. EXPIRATION DATE The Classroom Training Services and VILT will be delivered in accordance with the relevant training date(s) specified on the Website. Sitecore is under no obligation to deliver any unused pre-paid Services after the relevant training date(s) specified and any outstanding fees or applicable expenses will remain payable.
B. CANCELLATION, TRANSFERS AND SUBSTITUTIONS FOR CLASSROOM TRAINING SERVICES AND VILT
D. PREREQUISITES AND PREPARATION Before the commencement of the Classroom Training Services or VILT, each participant will need to:
A. USAGE RIGHTS Subject to your acceptance and compliance with this Agreement, Sitecore grants you a non-exclusive, non-transferable, non-assignable, non-sublicensable right to access and use the Online Training Services, in compliance with all applicable laws (including all export laws and regulations that may apply to the Online Training Services), solely for your personal training use. Your access to and use of the Online Training Services is for a limited period of time equal to the length of your subscription for the Online Training Services, and the Online Training Services you can access will vary based upon your subscription.
The Online Training Services are provided to you for informational purposes only. Your use of the Online Training Services is at your own risk. It is your responsibility to ensure that your contemplated use of the Online Training Services is consistent with this Agreement and any STA you have entered into.
B. ACCESSING THE SERVICES; CREDENTIALS In order to access the Online Training Services, you must be: (a) an individual who has an active, valid subscription for the Online Training Services who contracts with Sitecore for the Online Training Services as an individual and not as a representative of a Customer (an “Individual”); or (b) an authorized representative of a Customer that that has an active, valid subscription for the Online Training Services who contracts with Sitecore for the Online Training Services (an “Organizational Customer”) to enable Organizational Customer’s authorized employees to use the Online Training Services (an “End User”). Any Individual or End User information that Sitecore collects or handles through the Online Training Services is processed for the Organizational Customer. If you are an Organizational Customer, you warrant that your End User(s) will comply with this Agreement (including complying with all applicable laws).
Notwithstanding any other provision of this Agreement, Sitecore reserves the right to change, remove, or disable access to any Online Training Services, content, or other materials that are offered on the Website, provided that Sitecore will use commercially reasonable efforts to provide you with a minimum of 30 days’ notice. In no event will Sitecore be liable for making these changes. In case of removal of any Online Training Services and upon a Customer’s request, Sitecore will provide Customer with a credit to be used for suitable alternative Services. The code that Sitecore provides to you upon enrollment, or to your End User(s) on your behalf, is the subscription credential needed to access or use the Online Training Services (the “Subscription Credentials”). These Subscription Credentials are confidential. A Subscription Credential and an email address must be provided for each individual to access the Online Training Services for the first time. Organizational Customer may authorize its End Users to use the Online Training Services to the extent Organizational Customer has an active, valid subscription for the Online Training Services for each End User. In order for an End User to access the Online Training Services for the first time, Organizational Customer must provide its End User with the Subscription Credential for the Online Training Services, and Organizational Customer will instruct its End Users as to the confidentiality of such Subscription Credentials. You are solely responsible for: (a) keeping your Subscription Credentials confidential, and (b) any and all activities that occur under your subscription. You will notify Sitecore immediately if you believe the security of your Subscription Credentials has been compromised. Sitecore will not be liable for any loss that you incur if someone else uses your Subscription Credentials or your account to access the Online Training Services, either with or without your knowledge. However, you may be held liable for losses incurred by Sitecore or another party if someone else uses your Subscription Credentials or account. An Organizational Customer is solely responsible for: (a) ensuring its End Users keep confidential their Subscription Credentials; and (b) any and all activities that occur under its End Users’ account. Organizational Customer will promptly notify Sitecore of any unauthorized use of any of its End Users’ Subscription Credentials, accounts or any other breach of security. Sitecore will not be liable for any loss that Organizational Customer incurs for any unauthorized use of its End Users’ accounts, either with or without Organizational Customer’s knowledge. However, Organizational Customer could be held liable for losses incurred by Sitecore or another party if an unauthorized person uses an Organizational Customer End User’s account or Subscription Credentials. If you have provided credentials to access or authenticate your account via Facebook.com, Linked-in.com, or other third party services, you acknowledge that (a) you will abide by any terms and conditions required by such services, (b) Sitecore is not responsible for the security of your password, credentials, or other personal information stored or provided by such services, and (c) you authorize Sitecore to use any information supplied by such services in order to provide the Website to you. C. SUSPENSION AND TERMINATION; DELETION OF DATA Sitecore may suspend or terminate your (or your End Users’) access to the Website or the Online Training Services at any time, without notice and without liability, if Sitecore suspects: (a) fraudulent, abusive or unlawful activity that occurs under your (or your End Users’) user name, account, or Subscription Credentials; or (b) your non-compliance with this Agreement, including your failure to pay any applicable fees or expenses for the Services. Upon suspension or termination, your (and your End Users’) right to use the Website and the Online Training Services ceases immediately and you may not be able to retrieve any data you have stored on the Website and/or Online Training Services.
Sitecore may permanently delete your data and usage reports from its or its third party vendor servers at the end of your subscription term, if your account is closed, or if the Online Training Services are terminated. Sitecore does not have any duty to provide you with your data or usage reports and Sitecore will not be liable for any loss or damage you may incur from the deletion of any data or usage reports regardless of whether or not you renew or purchase an additional subscription term for the Online Training Services.
D. CUSTOMER CONTENT You acknowledge that Sitecore and its third party vendors do not exercise control over any data, information, or content that you or your End Users upload to their systems or networks or otherwise transmit to them (“Customer Content”), and you (and your End User(s)) are solely responsible for the Customer Content. You grant Sitecore and its third party vendors a limited, nonexclusive license to use the Customer Content in connection with providing the Online Training Services, and agree that Sitecore and its third party vendors shall have no liability for any Customer Content.
E. OTHER TERMS If any element of the Website or Online Training Services has additional terms or conditions, your use of that element of the Website or Online Training Services is conditional based upon your agreement to comply with such additional terms and conditions. If you do not agree to such additional terms and conditions, you may not use that element of the Website/Online Training Services.
III. -GENERAL TERMS AND CONDITIONS FOR THE SERVICES-
A. INTELLECTUAL PROPERTY RIGHTS All title, ownership rights and intellectual property rights in and relating to the Services, including the Materials, or any copies thereof, including but not limited to copyright, logos, names, trademarks, service marks, design, text, sound recordings, images, links, concepts and themes are owned by Sitecore or used under authorized license by Sitecore. Any reproduction, transmission, publication, performance, broadcast, alteration, license, hyperlink, creation of derivative works or other use in whole or in part in any manner of the Services, or parts thereof, without the prior written consent of Sitecore is strictly prohibited.
Subject to the terms and conditions set forth in this Agreement, Sitecore grants you a non-exclusive, non-transferable, non-assignable, non-sublicensable license to use the Materials, in compliance with all applicable laws, solely for your personal training use. As between you and Sitecore, ownership of the Materials and all worldwide rights, title and interest in and to the intellectual property associated with the Materials and the Services shall remain solely and exclusively with Sitecore.
The Services are provided to you for informational purposes only. It is your responsibility to ensure that your contemplated use of the Services is consistent with the Agreement and any STA you have entered into.
B. RESTRICTIONS ON USE
C. TRADEMARKS The trademarks, service marks, and logos used and displayed on the Website and the Services are either the trademarks or the registered trademarks of Sitecore. Other product and company names mentioned on this Website may be the trademarks or registered trademarks of their respective owners. This Agreement does not grant or imply any rights in or to any Sitecore or third party trademarks, service marks or logos.
D. SITECORE SOFTWARE TRAINING LICENSE In the course of performing Services, Sitecore may provide you (or your End Users) with one or more temporary license keys that give access to Sitecore software (“Training Software”) to facilitate a training session. Sitecore hereby grants you (or your End Users) a non-exclusive, non-transferable, non-assignable, non-sublicensable license to use any Training Software provided by Sitecore for your internal business purposes, only for the time period needed to complete the applicable Services. THE TRAINING SOFTWARE IS PROVIDED “AS IS” AND SITECORE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH REGARD TO THE TRAINING SOFTWARE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, PERFORMANCE, OR ACCURACY. Sitecore and its licensors retain all right, title and interest in the Training Software. Except as specifically authorized under this Agreement, by applicable law or by Sitecore in writing, you will not (i) copy, modify, disclose, disassemble, decompress, reverse compile, reverse assemble, reverse engineer, or translate the Training Software or any portion thereof, (ii) rent, lease, lend, distribute, sell, assign, license, or otherwise transfer the Training Software or any portion thereof, or (iii) create any derivative works of the Training Software.
E. CONFIDENTIAL INFORMATION Your use of the Website or the Services may involve the disclosure of Confidential Information to you by Sitecore. The term “Confidential Information” includes any information, whether tangible or intangible, provided by or on behalf of Sitecore (“Disclosing Party”) to you (“Recipient”), including but not limited to techniques, discoveries, inventions, ideas, processes, software, designs, technology and technical specifications, whether or not marked as confidential. However, Confidential Information does not include any information that the Recipient can demonstrate: (a) is or becomes generally available to the public without breach of any legal obligation; (b) was in its possession or known by the Recipient prior to receipt from the Disclosing Party; (c) was disclosed to it by a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed without use of any of the Disclosing Party’s Confidential Information. Recipient shall make no use of Disclosing Party’s Confidential Information for any purpose other than to fulfil its obligations under this Agreement, and shall: (i) keep confidential all Confidential Information and protect the confidentiality of the Confidential Information with at least the same degree of care as Recipient uses to protect its own Confidential Information of a like nature, but no less than a reasonable degree of care; and (ii) not use (including making unnecessary copies) other than as strictly necessary for the performance of this Agreement any Confidential Information. Recipient shall be responsible for any breach of these confidentiality obligations by any employees and professional advisors. Notwithstanding the foregoing, Recipient shall be entitled to disclose Confidential Information solely to the extent necessary to comply with a court order or as otherwise required by law or by a regulatory agency or government body, provided that Recipient promptly provides written notice to the Disclosing Party and provides reasonable assistance to the Disclosing Party in obtaining a protective order or otherwise limiting the disclosure. Recipient shall immediately notify Disclosing Party of any actual or suspected unauthorized disclosure of Confidential Information. Upon the written request of Disclosing Party, Recipient shall immediately destroy or return to Disclosing Party all Confidential Information of Disclosing Party in its possession, together with all records in any manner pertaining to any of Disclosing Party’s Confidential Information. Recipient shall also, upon the written request of Disclosing Party, furnish Disclosing Party with a certificate of an officer verifying that all of the foregoing have been destroyed or returned to the Disclosing Party.
F. WARRANTIES Sitecore represents and warrants to Customer that it will provide the Services in accordance with industry standards and practices using qualified personnel with the skills, qualifications and experience necessary to provide the Services.
G. DISCLAIMER OF WARRANTIES OTHER THAN THE WARRANTY SET FORTH ABOVE, THE SERVICES AND ANY MATERIALS ARE PROVIDED “AS IS” AND SITECORE MAKES NO FURTHER REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, PERFORMANCE, OR ACCURACY BEYOND THOSE ALREADY PROVIDED FOR IN THIS AGREEMENT. SITECORE DOES NOT GUARANTEE THE ACCURACY, RELIABILITY, AVAILABILITY OR TIMELINESS OF THE SERVICES, THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR FREE OR THAT DATA LOSS WILL NOT OCCUR. INFORMATION ON THE WEBSITE MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS FOR WHICH SITECORE TAKES NO RESPONSIBILITY.
H. LIMITATION OF LIABILITY TO THE EXTENT PERMITTED BY APPLICABLE LAW, SITECORE (DEFINED TO INCLUDE ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR OTHER REPRESENTATIVES, LICENSORS OR SUPPLIERS) SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE WEBSITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, BUSINESS INTERRUPTION, LOST DATA, EVEN IF SITECORE HAS BEEN EXPRESSLY ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT AND TO THE EXTENT THE ABOVE LIMITATION OF LIABILITY IS DEEMED UNENFORCEABLE, THEN NOTWITHSTANDING THE FOREGOING, SITECORE’S MAXIMUM AND TOTAL LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO USD $500. THE LIMITATIONS SET FORTH HEREIN APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE.
I. RECORDINGS OF ORAL OR VISUAL PRESENTATIONS Customer is prohibited from audio recording, video recording, editing, reproducing, broadcasting, or otherwise make available the presentation slides and any Materials to third parties, and distributing the Sitecore representative’s name, voice, presentation material or likeness of the Sitecore speaker (name, image, voice, photo or video), blogging, or any portion thereof as they may appear without media, time, use or geographic limitation, except where recording of the presentation is required to grant equitable access of Materials to attendees with disabilities, or where recording is pre-approved in writing by Sitecore. Sitecore may record your participation in a classroom or VILT training, and you hereby grant Sitecore all necessary rights to re-use, edit, broadcast and display your name, voice and/or likeness for Sitecore’s business purposes, and you further release and hold Sitecore harmless from any and all third party claims relating to your participation as recorded.
J. THIRD PARTY MATERIALS ON WEBSITE Where materials are copied from third party websites and made available on this Website, such materials will be subject to the license or usage terms, if any, of the relevant third party provider. The Website may provide certain hyperlinks (or otherwise provide access) to third party websites. Such links are provided as a courtesy only, and Sitecore is not responsible for any materials on those websites.
K. DATA PRIVACY
L. PRICES; PAYMENT By ordering Services via the Website, you expressly acknowledge and agree to pay Sitecore the applicable fees shown on the Website for those Services. Payment is due in the currency shown on the Website. You further acknowledge and agree that you may not use or be given access to those Services until such applicable fees have been received by Sitecore. Organizational Customer expressly acknowledges that fees for the Services may change from time to time, as disclosed on the Website. You are expected to pay for trainings by credit card at the point of purchase. In some regions, payment by credit card may not be available at all times, in which case Sitecore may or may not agree to issue an invoice in its sole discretion. To the extent not clearly stipulated on the Website, payment terms are net thirty (30) days from receipt of invoice. In the event of late payment, you will be charged default interest calculated at the rate of two percent (2%) per month or the maximum amount permitted by applicable law, whichever is less, of the total amount, for the time period your payment remains past due.
N. GOVERNING LAW
You may not assign this Agreement, by operation of law or otherwise and any attempted assignment or transfer shall be void and of no force or effect. You will ensure that you comply with this Agreement and all applicable laws (including all domestic and international export laws and regulations that apply to the Services).
Sitecore shall not be liable for any failure or delay in performance under this Agreement to the extent caused by supervening conditions beyond Sitecore’s reasonable control which make performance impossible.
If you have any questions about this Agreement, please contact firstname.lastname@example.org.