Training Services Agreement - Inductive Automation

DEFINITIONS.

“Authorized User” means (i) You, if an individual, or (ii) Your employee, consultant, contractor, or agent for whom You have purchased Training Services that include access to a Platform.
“Certification Test” means an entitlement for a single attempt to pass an Inductive Automation certification test designed to evaluate an Authorized User’s proficiency in the use of certain Inductive Automation products.
“Inductive Automation” means Inductive Automation, LLC, a California limited liability company, having a principal place of business at 90 Blue Ravine Road, Folsom, California 95630, USA.
“Instructor-Led Training” means training sessions, including workshops or similar events, conducted by an Inductive Automation instructor (i) online in real time using a virtual classroom, (ii) in a dedicated classroom provided by Inductive Automation, or (iii) on-site at a Your location.
“Intellectual Property Rights” means patents of any type, design rights, utility models or other similar invention rights, copyrights and related rights, trade secret, know-how or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights, whether registered or unregistered, including applications (or rights to apply) and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.
“Order” means either (i) an order form or similar ordering document that (a) incorporates the terms of this Training Agreement, (b) sets forth the Training Services ordered by You and any associated fees, and (c) has been agreed by the parties (e.g., by manual or electronic signatures of both parties or agreed through an electronic system specified by Inductive Automation); or (ii) the shopping cart on the Inductive Automation training web shop on https://inductiveautomation.com/training/classes-and-certification, which You submit to Inductive Automation to procure Training Services. In the electronic system and shopping cart, You will be prompted to accept by clicking a button.
“Platform” means: (i) any Inductive Automation online training platform specified on the applicable Order, which may include access to on-demand online training, performance support, online product documentation, course catalogs, and learning transcripts; (ii) Inductive Automation-configured virtual labs used or accessed as part of Instructor-Led Trainings or on-demand training; or (iii) any platform accessed and used as part of Certification Tests.
“Test Content” means all content accessed as part of a Certification Test, including the tests, questions and answers, descriptions, test files, and the underlying software.
“Training Materials” means all training material, student guides, Test Content, Inductive Automation software, text, graphics, multimedia content, and related code (including but not limited to HTML, other mark-up languages, and all scripts) available via the Platform or provided to You as part of Training Services, including updates, modifications, documentation, and all copies thereof.
“Training Services” means Instructor-Led Training and Certification Tests.
“You” and “Your” means the individual (acting in his/her/their individual capacity to acquire Training Services for personal use), the company or other legal entity that accepted this Training Agreement. For purposes of clarification, if an individual accepted these terms on behalf of a company or other legal entity, “You” and “Your” refers to the company or other legal entity, and the company or other legal entity is bound by the terms of this Training Agreement.

TRAINING MATERIALS.

License Grant. Inductive Automation grants You a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Training Materials during the term of this Training Agreement solely in connection with Training Services. You may download Training Materials only as required to support the authorized use of Training Services and the associated products. Each copy must include all proprietary notices contained in the Training Materials as received from Inductive Automation or its authorized partner. When expressly instructed by Inductive Automation, participants in Instructor-Led Trainings may retain hard copies of Training Materials for their internal use as end users.
Reservation of Rights. Inductive Automation, its affiliates, or its licensors retain title to and ownership of the Training Materials. Inductive Automation reserves all rights in the Training Materials and all Intellectual Property Rights not expressly granted in this Training Agreement. Unless expressly authorized under this Training Agreement, You may not make any recordings, translations, or copies, in whole or in part, physical or electronic, of any Training Materials made available to You. Training Materials may not be broadcast, transmitted, distributed, or otherwise transferred, directly or indirectly, to any third party. Unless explicitly approved by Inductive Automation, modification of the Training Materials or use of the Training Materials for any purpose other than expressly permitted herein is a violation of Inductive Automation’s copyrights or other Intellectual Property Rights.

USE OF ONLINE PLATFORMS.

Use Right. Under the terms of this Training Agreement, Inductive Automation grants You a non-exclusive, non-transferable, non-sublicensable limited right for Authorized Users to access and use the Platform. Inductive Automation, its affiliates, or its licensors retain title to and ownership of the Platform. Inductive Automation reserves all rights in the Platform and all Intellectual Property Rights not expressly granted in this Training Agreement.
Account Registration. If Training Services include access to a Platform, each Authorized User may be required to complete an account registration process by providing accurate and complete information. It is Your responsibility to ensure all such information remains current and is updated promptly in the event of a change. If any information is inaccurate or incomplete, or Inductive Automation reasonably believes that the information is inaccurate or incomplete, Inductive Automation may suspend or terminate the associated account.
Account Access and Activities. Your accounts may only be accessed and used by Authorized Users. You are solely responsible for all activities that occur under its accounts. All user identifications and passwords must be kept confidential and secure to protect against unauthorized use. You will notify Inductive Automation immediately if it becomes aware of any unauthorized use or breach of security and will take all steps necessary to suspend such unauthorized use or breach.
Availability of Platform. Inductive Automation will use commercially reasonable efforts to provide You with access to the Platform during the term of this Training Agreement, except for planned downtime or any unavailability caused by circumstances beyond Inductive Automation’s reasonable control. Inductive Automation may throttle or terminate computing jobs initiated by Authorized Users that Inductive Automation determines degrade the performance of the Platform. Inductive Automation’s sole and exclusive liability, and Your sole and exclusive remedy for, unavailability or performance issues related to the Platform is for You to receive additional time to use the Platform equal to the time during which it was materially unavailable, and You provided notice to Inductive Automation within 48 hours of the unavailability.
Termination of Account. You may terminate an account and an Authorized User’s access to Training Services at any time by sending an email to training@inductiveautomation.com. You understand and agree that the termination of its account(s) is its sole right and remedy with respect to any dispute with Inductive Automation. Inductive Automation may terminate any of Your accounts upon notice if: (i) You or one of Your Authorized Users breaches this Training Agreement; or (ii) Inductive Automation is unable to verify or authenticate any information provided by You that is reasonably requested to validate the authorized use of Training Services.

CERTIFICATION TESTS.

Test Participation. An Authorized User participating in a Certification Test will sit for a timed and proctored test that will determine if an Authorized User meets standard levels of proficiency in the use, implementation, or support of certain versions of Inductive Automation products as set by Inductive Automation. All tests will be taken in accordance with the general testing procedures in the Certification Test Guide available at https://training.inductiveautomation.com. You represent and warrant that all Authorized Users sitting for tests will complete them fairly without violating any of the testing procedures and all work submitted will be the sole and original work of the applicable Authorized User.
Scheduling and Confirmation. The schedule of all tests, including the scope and certification levels, can be found online. Registration for Certification Tests are completed online and are available on a first-come, first-served basis.
Certification.
1. Authorized Users who achieve a passing grade on a Certification Test will qualify for certification and can claim a digital certificate. The certification is valid for 3 years and may be renewed by participating in a new Certification Test.
2. Upon successful completion of a Certification Test, an Authorized User may use the corresponding certification level title and associated digital certificate solely to illustrate the Authorized User’s proficiency in the use, implementation, or support of certain versions of Inductive Automation products. Copies of the digital certificate may be shared freely by the Authorized User in public forums, including social media. Authorized Users are prohibited from (i) modifying the digital certificate or certification level title in any way, and (ii) using Inductive Automation logos or trademarks other than what is included by Inductive Automation in the digital certificate.
Disclosure of Certification Information. Each Authorized User expressly authorizes Inductive Automation and its affiliates to communicate the results of any test taken as part of the Certification Tests to You, including Authorized User’s name and any certification level titles for which an Authorized User has qualified.
Violations. If an Authorized User violates the terms of this Training Agreement, including the general testing procedures, Inductive Automation, at its sole discretion, may deny or revoke the right of Authorized User to use any certification titles or digital badges and exclude Authorized User from further participation in Certification Tests.

INSTRUCTOR-LED TRAINING.

Scheduling and Confirmation. Registrations for Instructor-Led Trainings are processed by Inductive Automation in chronological order and are typically available on a first-come, first-served basis. An Instructor-Led Training will be considered scheduled after Inductive Automation sends a confirmation email to You. If there are a limited number of participants in Instructor-Led Trainings, Inductive Automation reserves the right to offer an alternative date. You may only attend Your scheduled Instructor-Led Training.
Cancellation. Unless agreed otherwise in the applicable Order, Instructor-Led Trainings may be rescheduled or cancelled by either party pursuant to Inductive Automation’s cancellation policy in Section 8 of this Training Agreement.
Unused Training. If an Order includes a set number of Instructor-Led Trainings, all Instructor-Led Trainings must be scheduled and attended within 12 months of the date of the applicable Order. If the total number of Instructor-Led Trainings included on the applicable Order are not attended by You within that 12-month period, the remaining Instructor-Led Trainings will be forfeited and cannot be refunded or carried forward. At the conclusion of that 12-month period, You will be invoiced for any unpaid and unused Instructor-Led Trainings.
Safety Regulations. For all Instructor-Led Trainings held in-person, You must ensure all participants observe any site rules in effect at the location of the training, including but not limited to safety and accident prevention regulations. Participants may not use data storage media on training center equipment at, or otherwise record, any Instructor-Led Training without Inductive Automation’s prior written consent.
Service Interruption. If, during an Instructor-Led Training and outside of planned downtime of the Platform, access to the Platform is interrupted and no alternative can be provided by Inductive Automation, the Instructor-Led Training may be rescheduled without penalty. This will be Your sole remedy for unavailability of the Platform.

REQUIREMENTS AND LIMITATIONS.

Infrastructure. Unless specifically stated otherwise with respect to in-person Instructor-Led Training, You must maintain sufficient equipment, access to the Internet, and any other resources necessary to access or use Training Services.
Prerequisites. You will ensure that all Training Services participants fulfil all the Training Services prerequisites as communicated by Inductive Automation. Inductive Automation reserves the right to exclude a participant from participating in Training Services due to disruptive conduct, failure to observe any of Inductive Automation’s rules of participation or failure to attend the prerequisite class or classes for the applicable Training Services. No refund of fees will be paid to You in such circumstances.
Health and Safety. For Instructor-Led Training that is delivered on site, additional health and safety measures may be applicable. If Inductive Automation requires additional health and safety measures, it will inform You in advance of the Instructor-Led Training via email. Non-compliance with any additional health and safety measures will be considered a late cancellation by You.
Accommodations. If special physical access or other accommodations are required for participants with disabilities during Training Services, Inductive Automation must be notified at least 14 calendar days in advance of the Training Services to allow Inductive Automation to work with You to comply with the requirements. For purposes of clarification, if the Instructor-Led Trainings are on site at Your location(s), then You are responsible for complying with the requirements except where the requirements are specific to Inductive Automation’s Training Materials applicable to the Instructor-Led Training (e.g., presentation color or sound).
Use Limitations. Limitations regarding the access and use of Training Services may be specified on the applicable Order or in the documentation. Any such limitations will also apply to any upgrades purchased by You. Applicable limitations may include, without limitation, the maximum number of attendees per Instructor-Led Training or the maximum number of Authorized Users or accounts accessible by You. You will not (i) use Training Services in excess of the use permitted by the applicable Order, or in any manner that could interfere with any other party’s use and enjoyment of Training Services, (ii) frame any portion of Training Services in another web page, (iii) use any portion of Training Services for any other website, (iv) engage in the practices of recording, ‘screen scraping’, ‘database scraping’, or any other similar activity while using Training Services, or (v) unless explicitly approved by Inductive Automation, use Training Services or any of the Training Materials for any purpose other than training of Authorized Users.
Expenses. To the extent Training Services are provided in person, You are responsible for the organization of all costs associated with any travel, food, or accommodations. In no event, including where in-person Training Services are cancelled, will Inductive Automation be liable for any travel, food or accommodation costs.
Changes to Training Services. Training Services may be reasonably changed, discontinued, or substituted by Inductive Automation in whole or in part, without providing prior notice to You. Inductive Automation will not be liable to You or to any third party as a result of any change, suspension, or discontinuance of Training Services beyond a pro-rata refund for any unused portion of Training Services. Your sole and exclusive remedy with respect to changes made to Training Services will be to terminate its accounts.

TRAINING FEES AND PAYMENT.

Training Fees. You will pay to Inductive Automation all fees set forth in the applicable Order. Except as otherwise provided in this Training Agreement or in the applicable Order, Your payment obligations are non-cancelable and fees paid are non-refundable.
Invoicing and Payment. You will provide Inductive Automation (or its authorized payment processor) with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Inductive Automation. If You provide credit card information to Inductive Automation, You authorize Inductive Automation to charge such credit card for all purchased Training Services listed in the applicable Order. If the applicable Order specifies that payment will be by a method other than a credit card, Inductive Automation will invoice You in advance and otherwise in accordance with the applicable Order. Unless otherwise stated in the applicable Order: (i) You will pay the full amount due prior to the start date of any Certification Test; and (ii) for Instructor-Led Training, payment must be received by Inductive Automation at least 10 business days prior to the start date of the Instructor-Led Training specified in the applicable Order, or immediately upon placing the applicable Order if placed less than 10 business days prior to the start date of the Instructor-Led Training. You are responsible for providing complete and accurate billing and contact information to Inductive Automation and notifying Inductive Automation of any changes to such information.
Credit Card Fees. Inductive Automation reserves the right to pass on any charges: (i) relating to credit or charge card charge backs; and (ii) for any handling fees incurred by Inductive Automation in relation to bookings made by credit or charge card. Inductive Automation will notify You of the relevant charges prior to issue of a confirmation invoice.
Overdue Charges. If any invoiced amount is not received by Inductive Automation by the due date, then without limiting Inductive Automation’s rights or remedies, (i) those amounts may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by applicable law, whichever is lower, and (ii) Inductive Automation may condition future Orders on payment terms shorter than those specified in this Agreement.
Early Finish. If the full Instructor-Led Training has been provided, there will be no refund of the fees, either in whole or in part, should the Instructor-Led Training finish earlier than originally scheduled.
Purchase Order. If You are using a purchase order as the payment method, Inductive Automation requires the purchase order number at the time of purchase for Certification Tests or at the time of registration or scheduling for Instructor-Led Training. Inductive Automation may issue an invoice and collect payment without a corresponding purchase order. Purchase orders are for administrative convenience only and any terms associated with a purchase order do not apply.
Taxes. All amounts in Inductive Automation’s invoices are exclusive of taxes, duties, and any other charges (collectively, “Taxes”). You will pay or refund Inductive Automation for any applicable Taxes imposed by any government authority for Your use or receipt of Training Services. If You are exempt from value-added or sales tax, or similar taxes, then You must provide a valid, timely, and executed exemption certificate, direct pay permit, or other government-approved documentation. If You are required by law to deduct or withhold Taxes, Inductive Automation may increase the amount You pay so that Inductive Automation still receives the amount originally invoiced. Upon Inductive Automation's request, You will promptly provide all tax receipts or other documentation reasonably acceptable to Inductive Automation confirming You have paid Taxes or have withheld Taxes.

CANCELLATION. Inductive Automation reserves the right to cancel any Training Services at any time for any reason. Inductive Automation will inform You of such cancellation and offer You an alternative option, date or a full refund of the price paid, at Inductive Automation’s sole discretion. You may not cancel Orders for Certification Tests. Once such Order is confirmed there are no refunds or cancellations. You may cancel Your registration for any Instructor-Led Training subject to the following cancellation fees:

No charge will be made where notice of cancellation is received by Inductive Automation at least 10 business days prior to the start date of the Instructor-Led Training; and
The full price of the Instructor-Led Training will be charged where notice of cancellation is received within 9 business days or less prior to the start date of the Instructor-Led Training.

Inductive Automation will confirm all Instructor-Led Training cancellations or rescheduling requests by e-mail. If You do not receive a confirmation of cancellation or rescheduling within 5 calendar days of the request, You must call Inductive Automation to reconfirm. Financial responsibility remains with You for all fees unless a proper cancellation or rescheduling request is received and confirmed by Inductive Automation prior to the start of the Instructor-Led Training. All cancellation and rescheduling fees will be charged to the same payment method used to procure the Instructor-Led Training. In the event that any payment details have changed, it is Your responsibility to provide Inductive Automation with updated details. If an Authorized User is extremely dissatisfied with any Training Services, You will provide Inductive Automation with written notice (in a form other than the post-course survey) of any details regarding such dissatisfaction, within 30 calendar days of completion of the applicable Training Services. Correspondence will be sent to Inductive Automation as set forth in Section 13.12. After receiving the notice, Inductive Automation may, in its sole discretion, determine if any remedy (such as a credit) is appropriate. Inductive Automation will not consider a possible remedy if the notice is not received within the 30 calendar days set forth above.

TERM AND TERMINATION.

Term. This Training Agreement becomes effective as of the date of the express Order confirmation by Inductive Automation and will continue until all Training Services under the applicable Order are completed, unless terminated earlier in accordance with this Training Agreement.
Termination. Either party may terminate this Training Agreement immediately upon written notice if: (i) the other party commits any material breach of this Training Agreement which is not remedied within 30 days (15 days for payment breaches) of the non-breaching party’s notice; or (ii) the other party enters into bankruptcy or liquidation, whether compulsory or voluntary, or has a receiver appointed as to substantially all of its assets, or takes or suffers any similar action in consequence of debt.
Effect of Termination. Upon any termination hereunder, You will immediately cease all use of Training Materials. In the event of any termination hereunder, You will not be entitled to any refund of any payments made by You. Termination will not relieve You from Your obligation to pay fees that remain unpaid.
Survival. Sections 1, 7, 9.3, 9.4, 10, 11, 12 and 13 will survive the expiration or termination of the Training Agreement.

WARRANTY. Inductive Automation warrants that Training Services will be performed in a professional and workmanlike manner. EXCEPT AS PROVIDED IN THIS SECTION 10, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, (I) INDUCTIVE AUTOMATION MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY TRAINING SERVICES, INCLUDING ANY TRAINING MATERIALS OR OTHER CONTENT PROVIDED UNDER THIS TRAINING AGREEMENT, (II) ALL TRAINING SERVICES PROVIDED UNDER THIS TRAINING AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE BASIS, AND (III) INDUCTIVE AUTOMATION EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE TRAINING SERVICES (INCLUDING ANY TRAINING MATERIALS OR OTHER CONTENT PROVIDED UNDER THIS TRAINING AGREEMENT) INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INTERRUPTION OF USE AND FREEDOM FROM BUGS. INDUCTIVE AUTOMATION DOES NOT WARRANT OR OTHERWISE GUARANTEE THAT (I) TRAINING SERVICES, TRAINING MATERIALS, OR ANY OTHER CONTENT ARE CORRECT OR INTENDED TO COMPLETELY TRAIN AUTHORIZED USERS ON ALL ASPECTS OF INDUCTIVE AUTOMATION PRODUCTS; OR (II) TRAINING SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. ANY MATERIAL OBTAINED THROUGH THE PLATFORM OR USE OF TRAINING MATERIALS IS ACCESSED AND USED AT YOUR OWN RISK.

INDEMNIFICATION. You will defend Inductive Automation, its affiliates, its licensors, and their respective officers, managers, members, directors, employees, agents, successors, licensors and assigns (each, an “Inductive Automation Indemnitee”) against, and will indemnify and hold each Inductive Automation Indemnitee harmless from, any losses, claims, damages, penalties, fines, and costs (including attorney’s fees and expenses) incurred by an Inductive Automation Indemnitee in any third-party claim, suit or action brought against Inductive Automation relating in any way to (i) participation of Authorized Users in Training Services (ii) unauthorized use of any Training Materials or other content provided under this Training Agreement by Authorized Users; or (iii) any violation of this Training Agreement by You or any Authorized User; provided, that Inductive Automation reserves the right to assume the exclusive defense and control of any claim, suit or action (without limiting Your indemnification obligations) if You fail to reasonably defend an Inductive Automation Indemnitee therein, and in such event You will reasonably cooperate as requested by Inductive Automation in its defense and control of such claim, suit or action. You will not admit liability or incur obligations on Inductive Automation’s behalf without its prior written consent.

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INDUCTIVE AUTOMATION, ITS AFFILIATES OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES OR COSTS FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, COST OF COVER OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THIS TRAINING AGREEMENT OR THE USE OF OR INABILITY TO USE ANY TRAINING SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF INDUCTIVE AUTOMATION, ITS AFFILIATES, ITS LICENSORS, ITS DISTRIBUTORS OR ITS RESELLERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY REMEDY SPECIFIED IN THIS TRAINING AGREEMENT OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE MAXIMUM AGGREGATE LIABILITY OF INDUCTIVE AUTOMATION TOGETHER WITH ALL OF ITS AFFILIATES AND ITS LICENSORS ARISING OUT OF OR RELATED TO TRAINING SERVICES PURCHASED BY YOU PURSUANT TO THIS TRAINING AGREEMENT, WHETHER OR NOT INSURED, WILL NOT EXCEED THE GREATER OF (I) THE TOTAL FEES ACTUALLY PAID BY YOU TO INDUCTIVE AUTOMATION UNDER THIS TRAINING AGREEMENT FOR TRAINING SERVICES THAT GAVE RISE TO AN EVENT OF LIABILITY DURING THE 12 MONTHS IMMEDIATELY PRECEDING SUCH EVENT OF LIABILITY OR (II) $10,000 USD. FOR TRAINING SERVICES PROVIDED AT NO CHARGE, INDUCTIVE AUTOMATION, ITS AFFILIATES AND ITS LICENSORS WILL HAVE NO LIABILITY WHATSOEVER.

GENERAL.

Entire Agreement. This Training Agreement, together with the Orders, is the entire agreement between the parties with respect to the Training Services acquired or otherwise used by You, and supersedes all prior agreements and understandings between the parties relating to the Training Services. The terms of any purchase order, business form (such as automated or “click-through” terms in a billing platform), or similar document provided or issued by You, or any governmental acquisition regulation, whether or not signed by Inductive Automation (collectively, “Your Terms”), are unacceptable to and expressly rejected by Inductive Automation, and will be deemed null and void and of no force and effect. Your Terms will not amend, supplement or modify this Training Agreement even if the language in Your Terms says otherwise. In the event of any conflict or inconsistency of provisions among the documents governing Your acquisition or use of Training Services, the following order of precedence (in descending order) will govern the interpretation of such documents: (i) Orders; and (ii) this Training Agreement, as amended from time to time.
Severability. If any provision of this Training Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Training Agreement will otherwise remain in full force and effect and enforceable.
Waiver. No failure or delay by either party in exercising any right under this Training Agreement will constitute a waiver of that right, and the waiver of any right, breach or default will not constitute a waiver of any other right under this Training Agreement or any subsequent breach or default.
Assignment. You may not assign or delegate this Training Agreement, in whole or in part, without Inductive Automation’s written consent. Inductive Automation may assign and delegate this Training Agreement, in whole or in part, in Inductive Automation’s sole discretion. Any attempted assignment in violation of the foregoing is void. Subject to the above, this Training Agreement will be binding upon and inure to the benefit of each party’s permitted successors and assigns.
Amendment. Inductive Automation may amend this Training Agreement from time-to-time upon written notice to You (updating the Inductive Automation website is sufficient). Except as set forth in the immediately preceding sentence, no modification or amendment to this Training Agreement will be effective unless in writing and signed by both parties.
Independent Status of the Parties. The parties are independent contractors. This Training Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
Third-Party Beneficiaries. There are no third-party beneficiaries under this Training Agreement.
Force Majeure. Neither party will be in default nor liable for any delay or failure to comply with this Training Agreement due to a natural disaster, pandemic, war or act of terrorism, act of government, or other circumstance beyond the reasonable control of the affected party (each a “Force Majeure Event”) for the duration of the Force Majeure Event; provided, that the affected party promptly notifies the other party of the occurrence of the Force Majeure Event. Notwithstanding the foregoing, a Force Majeure Event does not permit You to delay or fail to comply with Your payment obligations under this Training Agreement unless the Force Majeure Event results in the inability of the banking system to process payments.
Construction. This Training Agreement is the result of negotiations among, and has been reviewed by, Inductive Automation and You. Accordingly, this Training Agreement will be deemed to be the product of both parties, and no ambiguity will be construed in favor of, or against, either party.
Feedback. If You provide any ideas regarding any Training Services, including suggestions for changes or enhancements in the course of using or evaluating the Training Services (collectively, “Feedback”), the Feedback provided by You may be used by Inductive Automation without condition or restriction.
Export Controls.
1. Export. You will comply with all applicable export and re-export controls, embargoes, and economic and trade sanctions laws and regulations, including those of the United States (“Export Laws”). You represent and warrant that any Training Services (including any Training Materials or other content provided under this Training Agreement) provided hereunder and any derivatives thereof will not be (i) downloaded or accessed by a Sanctioned Person, (ii) exported, re-exported (including any ‘deemed exports’), shipped, distributed, delivered, sold, resold, supplied, or otherwise transferred, directly or indirectly, to any Sanctioned Person or otherwise in a manner contrary to the Export Laws, (iii) used for any purpose prohibited by the Export Laws, or unless expressly authorized by Inductive Automation in writing, or (iv) used for non-civilian purposes (e.g. armaments, nuclear activities, weapons, rockets, long-range unmanned aerial vehicles, or any other usage in the field of defense and military). Without limiting the foregoing, You represent and warrant that (a) You are not a Sanctioned Person, and (b) You will not download or otherwise access, or facilitate a third party’s download or access of, any Training Services (including any Training Materials or other content provided under this Training Agreement) from a Sanctioned Country. You will, at least once per year, review and update Your list of Authorized Users who have access to all Training Services (including any Training Materials or other content provided under this Training Agreement) that You have purchased hereunder and confirm that no Authorized User is a Sanctioned Person and that all Authorized Users may continue to access such Training Services (including any Training Materials or other content provided under this Training Agreement) in compliance with Export Laws. Inductive Automation may conduct the necessary Export Laws checks and, upon request, You will promptly provide Inductive Automation with any necessary information. “Sanctioned Country” means a country or territory that is itself the subject or target of any comprehensive trade or economic sanctions (currently Belarus, Cuba, Iran, North Korea, Russia, Syria, and certain regions of Ukraine). “Sanctioned Person” means any person (I) included on an export control or sanctions list of designated or blocked persons maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, any Member State of the European Union, or the United Kingdom; (II) operating, organized, or resident in a Sanctioned Country; (III) the government of, or acting for or on behalf of the government of, Afghanistan, Myanmar, Venezuela or a Sanctioned Country; or (IV) owned or controlled by one or more of the foregoing persons.
2. Semiconductor Development. You will not, without advance written authorization from Inductive Automation, use Training Service (including any Training Materials or other content provided under this Training Agreement) for the development or production of integrated circuits at any semiconductor fabrication facility in China meeting the criteria specified in the U.S. Export Administration Regulations, 15 C.F.R. 744.23.
3. Remedies; Indemnification. In the event that You fail to comply with any provision of this Section 13.11 or violate any Export Laws in connection with the Training Services (including any Training Materials or other content provided under this Training Agreement), Inductive Automation will have the right to act in accordance with this Training Agreement and as required by U.S. law or the applicable law. Further, You will defend Inductive Automation Indemnitees against, and will indemnify and hold Inductive Automation Indemnitees harmless from any losses, damages, penalties, fines, and costs (including attorney’s fees and expenses) incurred by an Inductive Automation Indemnitee in any third-party claim, suit, action, or investigation brought against an Inductive Automation Indemnitee relating in any way to Your noncompliance with this Section 13.11, including Your violation or alleged violation of any Export Laws; provided, that Inductive Automation reserves the right to assume the exclusive defense and control of any claim, suit, action or investigation (without limiting Your indemnification obligations) if You fail to reasonably defend an Inductive Automation Indemnitee therein, and in such event You will reasonably cooperate as requested by Inductive Automation in its defense and control of the claim, suit, action or investigation. You will not admit liability or incur obligations on Inductive Automation’s behalf without its prior written consent.
4. Notices. All notices under this Training Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Such notices will be sent to (i) with respect to Inductive Automation, 90 Blue Ravine Road, Folsom, CA 95630, (ii) with respect to Customer, at Customer’s principal place of business on file with Inductive Automation, or (iii) such other address as is specified by the recipient.
5. Governing Law and Jurisdiction; Prevailing Party. This Training Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to conflict of laws provisions, and any dispute, controversy or claim arising out of, relating to or in connection with this Training Agreement will be brought exclusively in the state or federal courts of Sacramento, California. Each party consents to the personal jurisdiction, venue and convenience of these courts. In any action or proceeding to enforce rights under this Training Agreement, the substantially prevailing party will be entitled to recover costs and attorneys’ fees.
6. Interpretation. The section headings used in this Training Agreement are for convenience and reference only and do not form part of this Training Agreement. A word importing the singular includes the plural and vice versa. The word “including” will be interpreted to mean “including without limitation”.

Inductive Automation Training Services Agreement