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    Webinar Terms and Conditions

COURSE SUBSCRIPTION SERVICES AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE. BY USING THE SERVICE, CLICKING AGREE OR OTHER FORM OF ASSENT, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT.

This agreement is between Calsep, Inc., a Delaware corporation (Calsep), and the Customer agreeing to these terms (Customer).

  1. SOFTWARE SERVICE.

This agreement provides Customer access to and usage of an Internet-based software service for PVTsim Nova in connection with an Internet-based course taught by Calsep (Service).

  1. USE OF SERVICE.

    1. Customer Customer: (i) must keep its passwords secure and confidential and use industry-standard password management practices; (ii) is solely responsible for all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Calsep promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service's technical documentation and applicable law.

  2. WARRANTY DISCLAIMER.

THE SERVICE IS PROVIDED ‘AS IS' WITHOUT WARRANTY. CALSEP DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE CALSEP TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, CALSEP DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.

  1. MUTUAL CONFIDENTIALITY.

    1. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Calsep's Confidential Information includes, without limitation, the Service and its user interface design and layout.
    2. Protection of Confidential Information. Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of Discloser for any purpose outside the scope of this agreement; and (ii) limit access to Confidential Information of Discloser to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient containing protections not materially less protective of the Confidential Information than those in this agreement.
    3. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient before its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) is independently developed by the Recipient without use of or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.

  2. PROPERTY

    1. Reservation of Rights. Calsep and its licensors are the sole owners of the Service and its underlying software, including all associated intellectual property rights, and they remain only with Calsep. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Calsep reserves all rights that are not expressly granted in this agreement.
    2. Restrictions. Customer may not: (i) sell, resell, rent, or lease the Service or use it in a service-provider capacity; (ii) use the Service to store or transmit unsolicited marketing emails, libelous, or otherwise objectionable, unlawful, or tortious material, or to store or transmit infringing material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; (v) reverse engineer the Service except as allowed by applicable law despite this limitation; or (vi) access the Service to build a competitive service or product, or copy any feature, function, or graphic for competitive purposes.
    3. Statistical Information. Calsep may compile statistical information related to the performance of the Service and may make such information publicly available, provided that such information does not identify any data from Customer. Calsep retains all intellectual property rights in such information.

  3. TERM AND TERMINATION.

    1. Term. This agreement continues until the Internet-based course ends or Calsep notifies Customer electronically of termination, unless earlier terminated as provided below.
    2. Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 15-day notice/cure period, if the breach has not been cured.
    3. Effect of Termination. Upon request, following any termination of this agreement, each party will destroy or return all of the other party’s property that it holds.

  4. LIABILITY LIMIT.

    1. Exclusion of Indirect Damages. To the maximum extent allowed by law, Calsep is not liable for any indirect, special, incidental, or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of or unauthorized access to data or information; and lost profits, revenue, or anticipated cost savings), even if it knows of the possibility or foreseeability of such damage or loss.
    2. Total Limit on Liability. To the maximum extent allowed by law Calsep's total liability arising out of or related to this agreement (whether in contract, tort, or otherwise) does not exceed $100.

  5. GOVERNING LAW AND FORUM.

This agreement is governed by the laws of the State of Texas (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Harris County, Texas, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys' fees and costs from the other party.

  1. OTHER TERMS.

    1. Entire Agreement and Changes. This agreement constitutes the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise, or inducement not included in this agreement is binding. No modification or waiver of any term of this agreement is effective unless both parties sign it, however this agreement may be modified through an online process provided by Calsep.
    2. No Assignment. Neither party may assign or transfer this agreement to a third party, nor delegate any duty, without the consent of the other party.
    3. Independent Contractors. The parties are independent contractors with respect to each other.
    4. Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for events beyond its reasonable control, including, without limitation, force majeure events.
    5. Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach of this agreement.
    6. Survival of Terms. All provisions of this agreement regarding confidentiality, limitations of liability, proprietary rights and such other provisions that by fair implication require performance beyond the term of this agreement must survive expiration or termination of this agreement until fully performed or otherwise are inapplicable. The UN Convention on Contracts for the International Sale of Goods does not apply.

 

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