1.1. “No Show Fees” means the fees Recipient agrees to pay if he or she does not attend the course by signing up and reserving a seat for a Public Course.
1.2. “Public Course” means Training Services available for the public to register for and published on the MarkLogic website (http://www.marklogic.com/services/training/class-schedule/)
1.3. “Online Course” means a Public Course held in the MarkLogic-hosted virtual environment whether conducted live (“Live Online Course”) or as a self-paced course (“Self-Paced Course”).
1.4. “In-Person” means a Public Course held at a physical location.
1.5. “Training Manuals” means, for purposes of Recipient receiving Training Services under this Agreement, technical information related to MarkLogic products or services or those of its third party licensors, provided by MarkLogic in any medium whatsoever, including without limitation, training manuals, business processes, white papers, product configuration and installation instructions, best practices guidelines and/or exam questions or materials for the Certification Examination Session.
1.6. “Training Materials” means, for purposes of Recipient receiving Training Services under this Agreement: (i) all MarkLogic software applications distributed to or accessed by Recipient, (ii) software tools, (iii) MarkLogic-owned or leased hardware utilized by MarkLogic or (iv) Training Manuals.
1.7. “Training Services” means those Public Courses listed on the then current MarkLogic training course catalog or website whether an Online Course, an In-Person Course or a Certification Examination Session.
1.8. “Certification Examination Session” means a scheduled day and time made available for the purpose of participants taking a proctored examination related to attempting to obtain certification.
1.9. “Recipient” means an individual who has properly signed up for and attends or participates in a Public Course.
1.10. “Disruptive Behavior” means any action by a Recipient that decreases the quality of the course for the instructors and the other participants. Disruptive Behavior includes but is not limited to interrupting the instructor or other class participants, using inappropriate language, speaking out of turn during class, exhibiting other distracting behavior, or providing attendance information to non-registered attendees to facilitate bypassing the registration system. Disruptive Behavior is assessed and determined by the MarkLogic University instructor (or other MarkLogic personnel) in his or her sole discretion.
2. License Grant.
2.1. Use of Training Materials. Subject to the payment of applicable training fees and compliance with the MarkLogic Training Terms and Conditions, MarkLogic hereby grants Recipient a non-exclusive, limited, non-transferable and revocable license to use the Training Materials (a) for purposes of receiving the Training Services and (b) use such Training Manuals for the applicable MarkLogic software as a reference only and for no other purposes, so long as Recipient has a valid license to use such MarkLogic software.
2.2. License Exclusions. Recipient may not: reverse engineer, decompile, disassemble, translate, copy, reproduce, display, publish, create derivative works of, assign, sell, lease, rent, license, sublicense or grant a security interest in all or portion of the Training Materials provided to Recipient. Recipient may not utilize the Training Manuals or Training Materials to replicate or attempt to perform the Training Services or to develop or attempt to develop any of the products described in the Training Manuals or Training Materials for Recipient, its employees or any other third party.
3.1. Public Course Attendance Eligibility. Attendance in Public Courses is limited to individuals registered through the MarkLogic University Registration system. Successfully registered attendees (or Recipients) will receive an email confirmation with course attendance logistical information which is intended solely for the Recipient. Individuals (whether representatives of customers, partners, employees, or simply others interested in MarkLogic software) are eligible to register for Public Courses, space permitting upon proper payment of fees, if required hereunder, and/or completion of the registration procedures. Individuals who fail to register in advance will not be entitled to attend the Public Course and may be asked to leave. Additionally, MarkLogic reserves the right to ask individuals who exhibit Disruptive Behavior in a Public Course to leave. MarkLogic further reserves the right to exclude individuals who exhibit Disruptive Behavior from participating in future Public Courses. Organizations with attendees who systemically exhibit Disruptive Behavior may also be excluded from having individuals from their organization attend Public Courses.
3.2. Certification Examination Eligibility. Individuals (whether customers, partners, employees, or simply others interested in MarkLogic software) are eligible to attend the Certification Examination Session, space permitting upon proper registration and payment of the Certification Examination fee.
4.1. No Show Fees. Upon registering for a Live Online Course or an In-Person Course, Recipient shall provide a credit card number to MarkLogic. In the event Recipient does not attend the applicable course and fails to cancel within the time period set forth below, Recipient (a) authorizes MarkLogic to charge a No Show Fees for the course to Recipient’s credit card and (b) agrees to pay the No Show Fee. Should the Recipient attend the Live Online Course or the In-Person Course, no fees shall be charged. (No Show Fees shall not apply to Self-Paced Courses.)
4.2. Certification Examination Session Fees. Upon registering for a Certification Examination Session, Recipient agrees to be pay by credit card to MarkLogic a Certification Examination Session fee.
5. Cancellation Policy.
5.1. Cancellation Policy for Live Online Course and In-Person Course. MarkLogic reserves the right to cancel a Live Online Course up to 5 working days prior to the commencement date of the applicable course and an In-Person Course up to 10 working days prior to the commencement date of the applicable course. Recipients who choose to cancel their seat registration and notify MarkLogic of cancellation in writing at least 1 business day prior to the start date of a Live Online Course or an In-Person Course will not incur the No Show Fee. Recipients who cancel less than the 1- business day period before the Live Online Course or In-Person Course commencement date and Recipients who register and fail to fully attend such courses will be charged the applicable No Show Fee. If MarkLogic is notified of cancellation in writing 1 working day prior to a Live Online Course or an In-Person Course date, substitution candidates are acceptable. This cancellation policy and the No Show Fee shall not apply to Self-Paced Courses.
5.2. Certification Examination Session Cancellation Policy. MarkLogic reserves the right to cancel a Certification Examination Session up to 5 working days prior to the commencement date of the applicable session and will refund Recipient Certification Examination Session fees for cancelled sessions. Recipients who choose to cancel their seat registration and notify MarkLogic of cancellation in writing at least 1 business day prior to the start date of a Certification Examination Session will be refunded their Certification Examination Session fee. Recipients who cancel less than 1-business day prior to the start date of a Certification Examination Session or who fail to fully attend shall not receive a refund of the Certification Examination Session fee.
6. Work Product. MarkLogic shall solely own all right, title and interest in and to any intellectual property created in conjunction with delivering Public Courses or Training Services hereunder (“Work Product”). To the extent Recipient acquires any rights to the Work Product by operation of law or otherwise, Recipient hereby assigns to MarkLogic all right, title and interest in and to such Work Product.
7. Disclaimer of Warranties. MarkLogic makes no warranties, whether express, implied, or statutory regarding or relating to the Public Courses (including Online Courses, Live Courses and Certification Examination Session), Training Services, Training Materials, Work Product, or any other materials or services furnished or provided to Recipient under this Agreement. MARKLOGIC HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO THE TRAINING SERVICES, TRAINING MATERIALS OR WORK PRODUCT, AND WITH RESPECT TO THE USE OF ANY OF THE FOREGOING. MARKLOGIC DOES NOT REPRESENT NOR WARRANT THAT THE PUBLIC COURSES, TRAINING SERVICES,TRAINING MATERIALS OR WORK PRODUCT OR ANY OTHER MATERIALS OR SERVICES FURNISHED OR PROVIDED TO RECIPIENT UNDER THIS AGREEMENT WILL BE ERROR-FREE, OR PERFORM IN AN UNINTERRUPTED MANNER.
8. Limitation of Liability. IN NO EVENT WILL MARKLOGIC BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE PUBLIC COURSES, TRAINING MATERIALS, TRAINING SERVICES, WORK PRODUCT OR ANY OTHER MATERIALS OR SERVICES PROVIDED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, OR OTHERWISE, EVEN IF MARKLOGIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MARKLOGIC’S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR DAMAGES WILL NOT, IN ANY EVENT, EXCEED THE FEES PAID BY RECIPIENT TO MARKLOGIC FOR ANY TRAINING SERVICES HEREUNDER.
9. Confidential Information. By virtue of this Agreement, Recipient will be exposed to or be provided with certain confidential and proprietary information of MarkLogic, including, but not limited to, information designated as confidential in writing and information, which ought to be in good faith considered confidential and proprietary to MarkLogic or third party licensors (“Confidential Information”). Notwithstanding the foregoing, the following is Confidential Information of MarkLogic: all trade secrets, Training Materials, Training Manuals, software and Work Product. Recipient will protect the Confidential Information from unauthorized dissemination and use with the same degree of care that Recipient uses to protect his or her own non-public and confidential information, but in no event less than a commercially reasonable degree of care. Recipient will not use Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. Recipient will not disclose to third parties Confidential Information without prior written consent of MarkLogic. Information shall not be considered Confidential Information to the extent, but only to the extent, that the Recipient can establish that such information (i) is or becomes generally known or available to the public through no fault of Recipient; (ii) was lawfully in the Recipient’s possession before receipt from MarkLogic; (iii) is lawfully obtained from a third party who has the right to make such disclosure; or (iv) has been independently developed by the Recipient without use of or reference to any Confidential Information.
10. Governing Law. THE PARTIES HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE STATE COURTS LOCATED IN SAN MATEO COUNTY, CALIFORNIA OR THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA AND ANY COURTS OF APPEAL THEREFROM, AND WAIVE ANY OBJECTION ON THE GROUNDS OF LACK OF JURISDICTION (FORUM NON CONVENIENS OR OTHERWISE) TO THE EXERCISE OF SUCH JURISDICTION OVER IT BY ANY SUCH COURTS FOR RESOLUTION OF ANY DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
11. Export Restrictions. Recipient agrees that it will not transfer, export or re-export any Training Materials to any country, person or entity subject to U.S. export restrictions. Recipient specifically agrees not to transfer, export or re-export any Training Materials (i) to any country to which the U.S. has embargoes or restricted the export of goods or services which currently include but are not necessarily limited to Cuba, Iran, North Korea, Sudan and Syria, or to any national of any such country, wherever located, who intends to transmit or transport Training Materials back to such country; (ii) to any person or entity who Recipient knows or has reason to know will utilize the Training Materials in the design, development or production of nuclear, chemical or biological weapons; or (iii) to any person or entity who has been prohibited from participating in U.S. export transactions by any agency or instrumentality of the U.S. government.
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