Kony Platform 6.5 End-of-life.
The goal of this webinar is to help you with the transition of Kony Platform 6.5. We encourage all our customers on this version or previous versions to register and watch this recording, as this will be a great opportunity to get information regarding the latest version of the Kony Platform and learn more about the upgrade process.
KONY TRAINING SERVICES AGREEMENT
This Training Services Agreement (“Agreement”) is a legal agreement between you and Kony, Inc. (“Kony”) and states the terms and conditions that apply to all purchases of training services provided by Kony. “You” and “your” as used in this Agreement shall mean you individually and the entity on whose behalf you are obtaining training services.
A. Training Services. This Agreement applies to training courses and certification testing offered by Kony (the “Training Services”) and provided to Customer’s designated attendees (the “Attendees”). The Training Services may include the following:
(a) Classroom training at Kony’s designated location (“Classroom Training”);
(b) Onsite training at Customer’s designated location (“Onsite Training”);
(c) Instructor-led remote training (“Virtual Classroom Training”);
(d) On demand prerecorded audio/video sessions available over the Internet (“On Demand Training”)
Incidental to the Training Services, Kony may also provide slides, documents and other materials (the “Materials”). For Onsite Training, Kony agrees to comply with Customer’s reasonable security procedures provided Customer informs Kony of such procedures in advance. Both parties agree to conduct themselves in a professional manner and perform their obligations hereunder in accordance with good business practices.
B. Ordering. Customer will provide Kony with requests for Training Services via electronic transmission or otherwise, including, if applicable, a requested date and time. Kony will make reasonable efforts to accommodate such requests but may require a different date and time, depending on the circumstances. All such requests will be governed by this Agreement.
C. Access to Training. Upon the acceptance of this Agreement and payment of all sums due under this Agreement by Customer, Kony will grant each Attendee (i) a non-exclusive, non-transferable license to access the specific Training Services for which Customer has paid, and (ii) a non-exclusive, non- transferable license to use a single copy of the Materials.
On Demand Training. Kony will provide Customer with access to each training module purchased. Customer may access the On Demand Training only for as many Attendees as are authorized to receive access to the Training Services. Customer must purchase access for the the appropriate number of Attendees to allow participation by each Attendee.
2. CUSTOMER/ATTENDEE OBLIGATIONS
A. Prerequisite Knowledge. Some of the Training Services may require Customer or Attendees to have specialized knowledge or have completed prerequisite courses. Kony will endeavor to notify Customer of any such requirements (on its site or otherwise), but Customer is responsible for assessing the suitability of the Training Services or of its Attendees for enrollment.
B. Technical Requirements. To properly utilize the Training Services, Customer may need to meet specific software or hardware requirements (for example, appropriate computers, stable Internet connection, up-to-date web browser, operating system, etc.). Kony will post such requirements online or otherwise inform Customer of such requirements. Customer is responsible for meeting such requirements. If technical issues arise during the Training Services, Kony will use commercially reasonable efforts to resolve such problems, but will have no liability based on Customer’s failure to meet technical requirements.
3. PAYMENT AND PRICING
A. Prices. Prices will be those in effect on the date the Customer orders the Training Services.
Prices do not include taxes, which will be the responsibility of Customer, or any expenses required by Customer to access the Training Services (for example, Internet access fees). Kony reserves the right to increase prices at any time without prior notice. Kony will not be responsible for any refunds for Training Services except as explicitly described in this Agreement.
B. Change Requests. Customer may request a change in the scheduled date of the Training Services, provided it gives Kony at least ten (10) business days’ prior written notice. Customer will not receive a refund if it attempts to cancel Classroom or Onsite Training Services other than requesting a change as described herein. If Customer or its Attendees do not attend a scheduled session without properly rescheduling, payment for such Training Services is forfeited. Customer may substitute different individuals for scheduled Attendees provided Kony is properly notified at least three (3) business days in advance.
4. PROPRIETARY RIGHTS
Notwithstanding anything to the contrary, Kony retains ownership of all copyright and other intellectual property rights in the Training Services and Materials, including any documentation, data, technical information and know-how provided to Customer or its Attendees. Customer agrees that it must obtain Kony’s prior written consent before it may: (i) copy any of Kony’s copyrighted material; (ii) use any recording equipment (including, but not limited to, audio recorders, video recorders, and cameras) during the Training Services; or (iii) use Kony’s trademarks, trade names, or other designations in any promotion or publication.
A. Confidential Information. You agree not to use or otherwise disclose to any third party, without Kony’s prior written consent, any Confidential Information learned under this Agreement, including through the training sessions. In addition, you agree to take reasonable measures to protect the Confidential Information and to ensure that such Confidential Information is not disclosed, distributed, or used in violation of the provisions of this Agreement (which measures shall be no less than that which a reasonable person would take with respect to like confidential, proprietary, or trade secret information).
B. Exceptions. “Confidential Information” will not include information that (a) is already known to Receiving Party, free of any obligation to keep it confidential; (b) is or becomes publicly known through no wrongful act of Receiving Party; (c) is received by Receiving Party from a third party without any restriction or confidentiality; (d) is independently developed by Receiving Party without reference to Disclosing Party’s Confidential Information; or (e) is disclosed to third parties by Disclosing Party without any obligation of confidentiality.
C. Payment. Customer will pay Kony the total fees for all the Training Services as specified in this Order. Customer shall pay to Kony the total amount due at most five (5) days before the start of the Training. All invoices will be paid via electronic bank transfer to the bank remittance instructions provided by Kony. Any invoices not paid electronically will be subject to a 5% administrative surcharge.
ALL TRAINING SERVICES, MATERIALS OR OTHER INFORMATION PROVIDED BY KONY UNDER THIS AGREEMENT ARE FURNISHED ON AN “AS-IS” BASIS. KONY MAKES NO EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. KONY MAKES NO WARRANTY AS TO ANY RESULTS TO BE ATTAINED BY RECEIVING THE TRAINING SERVICES, ATTENDING THE CLASSES, RECEIVING CERTIFICATION OR USING THE MATERIALS PROVIDED HEREUNDER.
7. LIMITATION OF LIABILITY
IF CUSTOMER SHOULD BECOME ENTITLED TO CLAIM DAMAGES FROM KONY (INCLUDING FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION AND OTHER CONTRACT OR TORT CLAIMS) KONY WILL BE LIABLE ONLY FOR THE AMOUNT OF CUSTOMER’S ACTUAL DIRECT DAMAGES, NOT TO EXCEED (IN THE AGGREGATE FOR ALL CLAIMS) THE FEES PAID TO KONY FOR THE SPECIFIC TRAINING SERVICES GIVING RISE TO SUCH LIABILITY THAT ARE THE SUBJECT OF THE CLAIM. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL KONY OR ITS AFFILIATES BE LIABLE FOR ANY OF THE FOLLOWING: LOST PROFITS, LOST REVENUE, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Customer will indemnify, defend and hold harmless Kony and its officers, agents, contractors and employees against any loss, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to any claims based on an act or omission by Customer or Attendees that constitutes a violation of this Agreement. If Customer is a governmental entity that is prohibited by law from providing this type of indemnification, this section 9 will not apply except as otherwise provided in an addendum to this Agreement.
This Agreement will terminate upon completion of the Training Services or upon cancellation in accordance with this Agreement. Kony reserves the right to cancel an Attendee’s registration if payment has not been received prior to the class start date. The termination of this Agreement will not relieve either party from complying with any provisions of this Agreement that contemplate performance subsequent to termination (including, but not limited to, confidentiality and non-solicitation obligations).
A. Assignment. Neither party may assign this Agreement without the prior written consent of the other party, and any attempt to do so will be void. This Agreement will be binding upon the parties’ respective successors and permitted assigns.
B. Waiver. No failure or delay by Kony in exercising any right, power or remedy will operate as a waiver. No waiver will be effective unless it is in writing and signed by an officer of Kony. If Kony waives any right, power or remedy it has, such waiver will not waive any successive or other right, power or remedy.
C. Choice of Law. This Agreement will be governed by the laws of the State of Texas, without regard to any provision of Texas law that would require or permit the application of the substantive law of any other jurisdiction.
D. Jurisdiction and Venue. The parties submit to the exclusive jurisdiction of the courts of Travis County, Texas and the United States District Court for Austin, Texas, for any question or dispute arising out of or relating to this Agreement.
E. Severability. The provisions of this Agreement will be deemed severable, and the unenforceability of any one or more provisions will not affect the enforceability of any other provisions. In addition, if any provision of this Agreement, for any reason, is declared to be unenforceable, the parties will substitute an enforceable provision that, to the maximum extent possible under applicable law, preserves the original intentions and economic positions of the parties.
F. Injunctive Relief. Customer agrees that if a court of competent jurisdiction determines that Customer has breached, or attempted or threatened to breach any of its obligations under Sections 3, 4 or 5, Kony will be entitled to obtain appropriate injunctive relief and other measures restraining further, attempted or threatened breaches, of such obligations. Except where specified to the contrary, all remedies provided in this Agreement are cumulative and in addition to all other remedies that may be available.
G. Notices. All notices to be given to a party under this Agreement must be in writing, sent to the address as Customer or Kony may designate, by certified mail (return receipt requested), overnight courier, personal delivery, or confirmed email or facsimile.
H. Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all other prior or contemporaneous communications between the parties (whether written or oral) relating to the subject matter of this Agreement. Unless otherwise expressly provided herein, this Agreement may be modified or amended solely in writing where signed by both parties.
I. Force Majeure. Except for obligations to make payments, neither party will be liable for any delay or failure to meet its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to war, riot, insurrection, civil commotion, labor strikes or lockouts, shortages, factory or other labor conditions, fire, flood, earthquake or storm.
J. Non-Solicitation. During the term of this Agreement and for a period of two (2) years after its expiration or termination, Customer will not, either directly or indirectly employ or solicit for employment any person employed by Kony or any of its affiliates then or at any time within the preceding twelve (12) months with whom Customer has worked in the course of performance of this Agreement.
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