CALYPSO TRAINING AGREEMENT
This Calypso Training Agreement is made by and between Calypso Technology, Inc. ("Calypso") and you (“Client”). By clicking accept you agree to be bound by the following terms.
- Definitions. “Agreement” shall mean this Calypso Training Agreement. “Calypso Training” shall mean the training course(s) described on this site. “Enrollment Date” shall mean the date Users are emailed their individual login information by Calypso or the date the Enrollment Duration commences or the date of the webinar or classroom training (as applicable). “User” shall mean a specific named person authorized to access the Training Materials. “Requirements” shall mean the facilities, power, computer hardware, internet access, Internet Explorer version 8 or higher, and Adobe Flash version 10 or higher.
- Calypso Obligations. Calypso agrees to provide Users with Calypso Training subject to the number of Users and Enrollment Period as may apply and subject to the restrictions herein. If Calypso Training is provided online, Calypso shall provide Calypso Training log-in information to Users by email.
- Restrictions. The User login credentials and training materials may not be shared, transferred or assigned to a different individual without the written consent of Calypso failing which Calypso shall terminate the access to the eLearning portal. Calypso Training is not intended to replace Calypso maintenance and support services and may not include course information on the same version of Calypso software that Client is using. Calypso Training may not be copied, printed or otherwise disseminated to any person who is not a User. This Agreement does not grant a license or any other right to access or use Calypso software. Unless otherwise agreed to in writing by Calypso, Client and Users shall not make any representation that they are an agent, subcontractor or service provider of Calypso by virtue of this Agreement. Client acknowledges and agrees that Client and Users are not being certified or credentialed by Calypso to have any special knowledge or skill in relation to Calypso software by virtue of completing Calypso Training.
- Payment Terms. Client agrees to pay Calypso the non-refundable, non-transferrable, Course Fee (and any applicable Taxes) and expenses as may be applicable within 15 days of receiving an invoice from Calypso. Client shall issue a purchase order if Client’s internal processes require a purchase order to be issued. This Agreement prevails over any conflicting terms in the Client purchase order and other terms on such purchase order shall be void.
- Taxes. All fees listed are exclusive of any and all taxes and tariffs imposed by applicable law in connection with the transactions under this Agreement. Client shall pay any and all taxes and tariffs imposed by applicable law or tax authority based on such transactions. Licensee shall pay all taxes directly to the applicable tax authority not otherwise invoiced by Calypso but required to be paid by applicable law or tax authority. If requested, Client shall promptly provide Calypso with verification of such payment. Client shall reimburse and indemnify Calypso for any and all costs (including but not limited to taxes) incurred by Calypso resulting from Client's failure to pay, late payment or miscalculation of any taxes, or failure to promptly provide Calypso with verification of such payment. The parties agree to reasonably cooperate with each other in the event of an audit or inquiry by a tax authority or other governmental entity.
- Ownership. Calypso and its licensors own all worldwide right, title and interest in and to all or any portion of the Calypso Training online platform and Calypso Training content.
- Confidentiality. Confidential Information means all content contained in the Calypso Training. All Confidential Information and any results derived therefrom remain the sole and exclusive property of Calypso. Client agrees to use the same care to protect Confidential Information as Client takes to protect its own confidential and proprietary information. Users who receive access to Confidential Information hereunder must be bound to a non-disclosure agreement with Client no less protective of Confidential Information than as set forth in this Agreement. Calypso is hereby an intended third party beneficiary of such agreement. Client acknowledges that its breach of this Agreement will result in immediate and irreparable harm to the disclosing party, for which there will be no adequate remedy at law, and Calypso shall be entitled to seek equitable relief to compel Client to cease and desist all unauthorized use and disclosure Confidential Information.
- Warranty Disclaimer; Limitation of Liability. CALYPSO TRAINING IS PROVIDED ON AN “AS-IS” BASIS AND WITHOUT ANY WARRANTY OF ANY KIND. TO THE EXTENT PERMITTED BY LAW, CALYPSO SPECIFICIALLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR BY LAW, OR ARISING BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING, AND INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR DIRECT, ACTUAL, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFIT, LOSS OF USE, OR LOSS OF DATA, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
- General. Term and Termination. This Agreement may terminate upon (i) the expiration of the Enrollment Period; or (ii) at anytime subject to Calypso’s sole discretion, upon written notice to Client in the event Calypso Training is being provided at no Course Fee to Client. The obligations contained in the following sections will survive any termination of this Agreement: Section 3 (“Restrictions”), Section 5 (“Tax”) Section 7 (“Confidentiality”), Section 8 (“Warranty Disclaimer; Limitation of Liability”), and Section 9 (“General”). Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of California without application of conflict of laws principles. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods. Any legal action or proceeding arising will be brought exclusively in the federal or state courts of the Northern District of California and San Francisco County. Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Notices. All notices, demands or consents required or permitted shall be in writing. Notices to each party shall be addressed to the attention of: “General Counsel” at the party’s address listed above or as amended. Relationship of Parties. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of Clientship, joint venture, employment, franchise, or agency between the parties. Entire Agreement. This Agreement contains the complete understanding and agreement of the parties and supersedes all prior or contemporaneous agreements or understandings, oral or written, relating to the subject matter herein, including any Client purchase order or similar document. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of the parties, provided, however, that acknowledgment of a Client purchase order by Calypso shall not be deemed to be acceptance of its terms. The parties have executed this Agreement by their authorized representatives as of the Effective Date.