Academy™ for Training

Customer Terms and Conditions

Effective Date: July 1st 2013

Version: 2013.7.003

The purchase of education services from Tech Data and its agents, divisions, subsidiaries, and affiliates are subject to these terms and conditions (“Agreement”) regardless of other or additional terms or conditions that conflict with or contradict this Agreement in any Customer purchase order, document, or other communication (“Order”). Pre-printed terms and conditions on any Order and/or Academy's failure to object to conflicting or additional terms in an Order will not change or add to the terms of this Agreement.

1. DEFINITIONS.

A. Academy” is the trade name of the enterprise created by Tech Data that provides combined educational services as described at academy.techdata.com.
B. “Class” is an individually-scheduled session of a Course.
C. “Content” is the intellectual property of Tech Data, IBM, or other vendors (collectively, “Providers”), including Training Materials, all revisions to Training Materials, manuals, instructor notes, literature, methodologies, electronic Training and case study images, policies and procedures, documentation, machine-readable instructions, components, data, audio-visual content (such as images, text, recordings, or pictures), and all other Training-related property created by Providers.
D. “Courses” are curriculum offerings provided by Tech Data.
E. “Customer” or “you” is any end user who enrolls in or contracts for Services from Academy, including an individual Student or a corporate entity, without regard to whether such end user actually participates in taking a Class or Course.
F. “Instructor-Led Online Training” is an online Training that is taken remotely by a Student but is regulated and monitored by an instructor.
G. “Private Training” is an instructor-led Training session that is offered to Students from one enterprise. A Private Training session is held at a Customer-designated location, an Tech Data location, or another designated location.
H. “Public Training” is a generally-available, instructor-led session that contains individually priced seats for Students from more than one enterprise, is open to public registration, and is listed in the Academy Catalogue (“Catalogue”) which Tech Data publishes from time to time or makes available on Training websites.
I. “Self-Paced Virtual Training” is a self-study Training provided via electronic media that is a 30 to 80 hour Training taken on a Student’s own time.
J. “Services” means the provision of educational or Training services offered by Academy.
K. “Student” is anyone who actually is enrolled in and participates in a Class or Course.
L. “Training” is any Class or Course component of Tech Data’s education Services, including, but not limited to, any Private, Public, Online, or Self-Paced Class(es) or Course(s).
M. “Training Credits” are the electronic equivalent of pre-paid vouchers that can be applied to any purchase of Services from Academy. The purchaser pays the retail or list price for Services less a discount. Once purchased, the face value of the Training Credit is the full retail or list price. Training Credit amounts, which are paid into a Customer’s account, function as an electronic debit account.
N. “Training Material(s)” consist(s) of Student manuals, exercise documents, lab documents, presentation slides, and related Content that is delivered during a Class or Course.

2. TERMS AND CONDITIONS FOR SERVICES FROM ACADEMY.

This Agreement applies to:
A. enrollment and attendance in a Training session offered by Academy;
(1)ordering and use of a self-study Training;
(2) the provision and use of Training Materials as part of a Class or Course, or independently; and
(3) the provision of other Services by Academy.
B. Occasionally, Services have additional or different terms (“Other Terms”). If so, Tech Data will provide those Other Terms to you. For example, Private Trainings may have different terms and conditions outlined in the offer document from Tech Data
C. This Agreement, Other Terms (if any), any applicable license agreement, and an enrollment confirmation letter are the complete agreement between us regarding the Services that Tech Data provides, and collectively replace any prior oral or written communications between us.
D. You accept this Agreement by signing it or by ordering or receiving a Service, including ordering or attending a Training session, ordering or using Training Materials, or accessing an online Training.

3. TRAINING AND TRAINING MATERIALS.

A. Tech Data may add, withdraw or modify Public Training and any Training Materials at any time without notice.
B. For Private Training, Tech Data will negotiate a written agreement with you regarding the dates, premises, content, prerequisites and any such other terms as necessary.

4. SCHEDULING OF TRAINING.

A. Tech Data specifies the dates of Public Training at academy.techdata.com. Private Training will be scheduled by mutual agreement.
B. Tech Data may cancel, defer or modify (including location) any scheduled Training on 10 working days’ notice. If Tech Data cancels a Training session for which you have prepaid, Tech Data will offer to transfer your booking to a mutually suitable alternate date, if available, or refund the price you paid to Tech Data. Tech Data will not be responsible for any loss incurred by you, e.g. travel expenses, as a result of Tech Data’s cancellation or deferral of a Training session. Therefore, you should not make any non-refundable travel reservations in anticipation of attending any Training. Should Tech Data modify a Training date or location, you may cancel from the rescheduled session without charge.
C. In the event that the lecturer cannot hold a Training session due to illness or any other unforeseeable event, Tech Data will make reasonable efforts to continue the session with an alternate lecturer. Should the Training not continue, or begin, Tech Data will attempt to reschedule it. If the Training cannot be rescheduled, or the rescheduled date is not acceptable, Tech Data will refund the fee to the customer. This will be Tech Data’s sole liability upon Tech Data’s cancellation of scheduled Training.

5. PREREQUISITES AND ASSESSMENTS.

A. Tech Data provides Training descriptions at academy.techdata.com , which include objectives and Student prerequisites. It is your responsibility to ensure that you meet the stated prerequisites for any Training. For Public and Online Training, it is your responsibility to review the machine requirements listed in the Training description to ensure that your system meets the minimum requirements for that session.
B. After you submit an on-line order form, you should receive a confirmation e-mail with communication about your ID and password, and additional instructions to start the session. Once you receive your ID and Password, you will be given a period of time to complete the Online Training.
C. Tech Data provides no written assessment of your performance in Training.

6. PROOF OF ENTITLEMENT.

An enrollment confirmation letter or e-mail received from Tech Data is evidence of your Proof of Entitlement to a Training session and your authorization to use Training Materials.

7. PRICES AND PAYMENT.

A. The prices listed for any Training in the Catalogue academy.techdata.com are subject to change without notice.
B. Prices for Public Training will be those in effect at the time your Training begins (for the avoidance of doubt, when the Training session begins, Tech Data shall access and charge the payment method you have provided to Tech Data when the Training was booked or reserved). Prices for Public Training include the use of required Training Materials. You are responsible for all costs related to accessing the Training Materials either on your own machine or via connection to Tech Data’s websites.
C. Prices for Private Training will be established based on your requirements. Additional charges may apply, such as instructor travel, accommodation and living expenses, facilities, and remote laboratory support. All charges will be specified in the applicable letter of offer, quotation, or invoice from Tech Data. Prices include delivery and licensing of the Training Materials and required machines at an Tech Data arranged location.
D. If any authority imposes a duty, tax, levy, or fee upon any transaction under this Agreement then you agree to pay that amount as specified in an invoice, unless you have previously supplied exemption documentation.
E. Prices do not include taxes. Student travel, accommodation and living expenses, for which you will be invoiced separately. If you select the option to be invoiced rather than prepay for the Training courses, payment of the total invoice amount is due, without offset or deduction, thirty (30) days from the invoice date. On any past due invoice Tech Data may charge: (i) interest from the payment due date to the date of payment at 18% per annum, plus any and all reasonable attorneys’ fees and collection cost incurred; or (ii) the maximum amount allowed under the applicable law if the interest rate charged by Tech Data is deemed invalid.
F. Tech Data reserves the right to require payment in advance of any Training or other Educational Service.

8. PROMOTIONS.

A. Promotions may be offered from time to time by Academy. The nature and conditions of such promotions will be listed at academy.techdata.com. You should refer to that website to determine: (1) if any promotions apply to you; and (2) the restrictions and conditions of those promotions.
B. Training Credits, as defined above, are an example of a promotion that may be available from Academy.

9. YOUR CANCELLATION.

Cancellation of Training may result in financial penalties, as follows:
A. Private Training.
(1) Cancellation twenty-one or more working days prior to the scheduled start date of the Training will be penalty-free, provided you send the cancellation notice in writing or by email.
(2) Cancellation twenty to eleven working days prior to the scheduled start date of the Training will result in a forfeiture of 50% of the full price of the session.
(3) Cancellation ten working days or less prior to the scheduled start date of the Training will result in forfeiture of the full price of the session.
B. Public Training.
(1) You may cancel or postpone your attendance at a Public Training in writing or email with eleven or more working days’ notice without penalty. If you fail to cancel or postpone your attendance prior to this notification period, or you fail to attend or withdraw from the Training, you will be responsible for the full price of the Training.
(2) You may substitute another Student from the same company if the substitute has a confirmed enrollment and meets the prerequisites for the Training. Substitution will result in an administration fee of $50 U.S (or foreign equivalent). This substitution fee also applies to Customers who have paid with Training Credits.
C. Self-Paced Virtual and Web-Based Training.
(1) You may not cancel once you submit an order for a Self-Paced Virtual or a Web-Based Training. ONCE YOU SUBMIT YOUR ORDER, WE WILL NOT BE ABLE TO CANCEL THE ORDER.

10. OWNERSHIP OF CONTENT.

A. Content contains literary works or other works of authorship created by Providers. Content contains copy-righted information and is licensed, not sold. All whole or partial copies of Content shall be subject to the same terms as the original copy.
B. No title or ownership in Content is transferred to you, and your rights shall at all times be subject to the Providers’ copyrights and other intellectual property rights, and Providers shall retain all right, title and interest in Content and any derivative works thereof.

11. LICENSE AND INTELLECTUAL PROPERTY PROTECTIONS.

A. Tech Data grants the Student a nonexclusive non-transferable license to use or modify the provided electronic copy of Training Material for the Student’s own personal use only. The Student may retain one printed copy of Training Materials supplied in document format for his or her own use. All other documents must not be taken from the Training room and remain our property. You agree not to use audio or video recording equipment during Training without Tech Data’s prior written consent. You agree not to use trademarks, trade names, or other designations without prior written consent.
B. No Customer may:
(1) reproduce, process, publicly communicate, use, copy, modify, create derivative works or distribute the Content except as provided herein;
(2) copy, reverse assemble, reverse compile, or otherwise translate, in whole or in part, the Content or software, including license keys, except as specifically permitted by law without the possibility of contractual waiver; or
(3) sublicense, rent, or lease the Content.
C. For Private Training, you may not retain a copy of software used for labs and on completion of the Service(s) and you must delete any such software from all machines.

12. WARRANTY.

SERVICES AND ANY RELATED MATERIALS PROVIDED BY PROVIDERS IN CONNECTION WITH SERVICES ARE PROVIDED WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, COMPATIBILITY OF SOFTWARE OR EQUIPMENT OR ANY RESULTS TO BE ACHIEVED THEREFROM. PROVIDERS MAKE NO WARRANTIES OR REPRESENTATIONS THAT SERVICES WILL BE FREE FROM ERROR OR LIABILITY.

13. LIMITATION OF LIABILITY.

A. Circumstances may arise where, because of a default on our part or other liability, you are entitled to recover damages from us. Your exclusive remedy for any and all damages under this Agreement is against Tech Data and not against any other Providers. In each such instance, we are liable only for the charges for the Training or Training Material that is the subject of the claim.
B. This limit also applies to any of our subcontractors. It is the maximum for which we are collectively responsible.
C. Under no circumstances are we, Providers, or our subcontractors liable for any of the following, even if we are informed of their possibility:
D. third-party claims against you for losses or damages, and no right or cause of action for any third party is created by this Agreement;
E. loss of, or damage to, your records or data;
F. special, incidental, or indirect damages or for any economic consequential damages (including lost profits, business, revenue, goodwill, or anticipated savings); or.
G. damages arising out of a modification of the Content, Training Materials or related courseware by you or on your behalf.

14. DATA PROTECTION

The customer consents to Tech Data and its associated companies storing, processing and making use of customer contact details (e.g. for market research and advertising purposes), in particular names, telephone numbers and e-mail addresses in all countries in which Tech Data and its associated companies operate.

15. PROHIBITIONS

Certain Content or Services may be subject to financial sanctions or export control laws, regulations and orders of the United States or other countries (collectively, “Restrictions”). You will not directly or indirectly export or divert any Content or Services to any individual, third party or country where such export or financial transaction is prohibited by Restrictions. You agree that you are responsible to obtain any license to export, re-export, or import as may be required. In addition, you represent and warrant that you are not named on any government listing of denied parties, including, but not limited to, the United States Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals; that you are not a citizen of, or residing in, the countries embargoed or sanctioned from time to time pursuant to OFAC regulations and laws related thereto, or the Export Administration Regulations of the U.S. Bureau of Industry and Security. You certify that you will not transmit or deliver in any way any of the Content or Services to denied parties or to countries or nationals of countries in violation of Restrictions.

16. GENERAL

A. We reserve the right to delegate provision of Services, in whole or in part, to third parties.
B. Changes or additions to this Agreement may be made at any time without notice to you. You are required to check the terms and conditions of this Agreement on a regular basis at academy.techdata.com to obtain the most current version. Additional or different terms and conditions in any order or communication from you are void.
C. This contract shall be subject to the law of the country in which the Training is provided. If the Training is provided in the United States, the law of the State of Arizona will govern.