The content of the training essentially corresponds to the description of the corresponding training in the customer`s order. Kinetica reserves the right to withdraw or postpone the training at any time before the start of the training without being liable to the customer. In the event that Kinetica becomes aware that a new booking is required, Kinetica will use reasonable efforts to notify the Customer at least one week in advance. 4. Payment. The customer must pay Takari the amounts and deadlines indicated on the respective purchase order. Unless otherwise stated in the order form, all payments are due in Canadian dollars at the time of purchase. Except as expressly provided in the Modification and Cancellation Policy, orders cannot be cancelled by the Customer and all fees paid for training are generally non-refundable. Customer is responsible for all taxes, withholding taxes, duties and duties related to the Services (excluding taxes based on Takari`s net profit). Late payments are subject to a service charge of 1.5% per month of the amount due or the maximum amount allowed by law, whichever is lower. 9. General.
This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in San Francisco, California, and each party irrevocably submits to the exclusive jurisdiction and venue of such courts. The United Nations Convention on Contracts for the International Sale of Goods is expressly rejected. Customer acknowledges that Takari will not provide the Materials except under all of the terms and conditions contained herein, and accordingly, Takari may terminate this Agreement and seek injunctive relief in the event of a breach. The Parties are independent contractors and no employment, agency or joint venture relationship is established under this Agreement. All notices, requests and other communications under this Agreement shall be in writing and requested by registered or registered mail, stamped postage and acknowledgment of receipt, or delivered in person to the party to whom such notice is required or authorized. This Agreement may not be assigned or transferred by Customer without Takari`s prior written consent. Except as expressly provided herein, no amendment, modification or addition to this Agreement shall be binding unless signed in writing by a duly authorized representative of each party to this Agreement. Any assignment or alleged modification that violates the foregoing will be void. If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction for any reason, the remaining provisions of this Agreement shall remain unresolved and in full force and effect.
This Agreement is the final, complete and exclusive agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous oral or written agreements and understandings with respect to such subject matter. Unless otherwise agreed, either party may terminate this Agreement or any Order at any time by providing the other party with written notice of termination. If this Agreement or an Order is terminated by Customer, Customer shall pay Kinetica the cancellation fee for training services in accordance with Section 2.4 and for all consulting services provided, as well as for all expenses incurred prior to the effective date of termination. For consulting services, the customer must additionally pay a cancellation fee of 25% of the total amount contractually agreed for the consulting service as part of the respective order. If the Customer gives less than ten (10) business days` notice of an Order Termination for which Consulting Services are provided, the Cancellation Fee to be paid as described above will be 100% of the Scheduled Consulting Fee as set forth in the Order. 1. General. Takari will provide customer with training courses for the number of participants specified in the respective order form. The purchase order will also specify the format, date and time of the training. The purchase of training courses is only valid for the specific date and time indicated on the corresponding order form and is subject to availability. Customer must provide Takari with the name and email address of each Participant.
Training courses are subject to the then-current version of the Takari Training Modification and Cancellation Policy, which is currently available at takari.io/training-changes-cancellation-policy.html (“Modification and Cancellation Policy”). The terms of this Section 5 shall survive the termination of this Agreement. If the parties have entered into a separate agreement containing prior or contemporaneous confidentiality provisions of this Agreement, such separate confidentiality terms will remain in full force and effect, unless they conflict with the terms contained herein. Ownership of all copyright and other intellectual property rights in the Training Materials or any other documentation, technical information and know-how (collectively, the “Kinetica Proprietary Information”) provided to The Training Participants or otherwise to the Customer remains the property of Kinetica. Customer acknowledges that Kinetica`s proprietary information is confidential, proprietary and constitutes valuable Kinetica trade secrets and that Customer does not acquire any intellectual property or other proprietary rights in Kinetica`s proprietary information. All protected information of Kinetica will be treated confidentially and will not be transmitted, copied or made available to third parties. Subject to the limitations set forth herein, a Training Participant may use the Training Materials to perform their duties for the Customer, but neither the Kinetica Training Materials nor the proprietary information may be copied or used by any other person, including other employees or contractors working for the Customer, or to provide training to another person. including other employees or subcontractors working for the Customer. Any expression or result of Kinetica`s services or work, results, analyses, conclusions, opinions, recommendations, ideas, techniques, know-how, designs, programs, tools, applications, interfaces, extensions, software and other technical information (collectively, “Work Product”) created by Kinetica in connection with the provision of the consulting services below are the property of Kinetica and will be provided to Customer without additional license fees. patented. In accordance with the Kinetica Software License(s) to which the Consulting Services relate, but to the extent that the Work Product provided to Customer by Kinetica contains Customer Confidential Information, Customer retains ownership of such Confidential Information.
With the exception of Customer`s Confidential Information, Customer has no right to sublicense, transfer, assign, transfer or permit any third party to use or copy a Work Product. The standard maintenance and support services offered by Kinetica do not cover customer-specific software or new developments created as part of an order. If available, maintenance and support can be managed under a separate service contract. 2. Use of Materials. As part of the Training Courses, Takari may provide Customer with access to the then-current version of Takari`s related Training Materials (“Training Materials”). Subject to the terms of this Agreement, Takari grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use one copy of these Paid Instructor Training Materials solely for internal training and education purposes. A training participant may not disclose training materials to third parties. Customer may not: (a) copy the Training Materials or any part thereof; (b) share, distribute, rent, sublicense or transfer copies of the Training Materials or any part thereof with or to a third party or permit a third party to use the Training Materials; (c) modify, decompile, disassemble or reverse engineer the sample object code provided with the training material; or (d) use the training materials to develop services or products for sale or to include components of the training materials in a product. Training materials may contain or be provided with software components that are subject to the terms of open source licenses. With respect to any Open Source Software, the terms of the applicable Open Source Software License apply in lieu of the license and restrictions set forth in this Section 2. (a) Customer shall perform the obligations and tasks set forth in an Order in order to facilitate Kinetica`s provision of the services described therein and to provide Kinetica with reasonable and necessary access to Customer`s facilities during Customer`s normal business hours and otherwise as reasonably requested by Kinetica, in order to facilitate Kinetica`s provision of the services described in each Order.
(b) Customer may not enter into any contract for related services with current or former employees or subcontractors of Kinetica for a period of six (6) months from the date on which its subcontract or employment relationship with Kinetica was terminated. Failure to comply with the requirements of Section 3(b) may, in Kinetica`s sole discretion, result in (i) the removal of all of the Consultant`s existing resources from the Customer`s locations and/or (ii) the immediate termination of this Agreement and Kinetica`s obligation to provide other services. This Agreement allows Customer to purchase training courses (“Training Courses”) in accordance with Takari Purchase Orders (including online registration or order forms provided by or on behalf of Takari) with reference to this Agreement (“Purchase Order(s)”) and sets out the basic terms under which the Training Courses will be delivered. . . .