1. Effective Date and Definitions
An Agreement is effective when Unisys confirms the Student's Enrollment in writing and terminates when the Course is complete or when the Student ceases to attend, if earlier. "Customer" may include, but is not limited to, the word "Student". "Proprietary Information" means valuable trade secret material, including "Software and Documentation, owned by Unisys or its licensors which is confidential and marked "Proprietary," "Confidential", "Restricted", or with a similar legend. "Product" means the goods or services Unisys is providing Customer under this Agreement.
2. Charges, Invoices and Taxes
- Customer liability for the Course charges will be incurred on the start date of the Course.
- Unisys will invoice Customer for all applicable charges and Customer shall pay all invoices in accordance with their terms.
- Charges include the enrollment and tuition fee, the use of course materials and, if scheduled, machine usage. Customer shall bear student travel and living costs.
- Customer shall pay Unisys any sales or use taxes imposed on Course charges.
- Unisys Cancellation - Unisys may cancel a Course at any time for any reason without liability to Customer. If Unisys cancels a Course after Unisys has confirmed Student's Course enrollment, Unisys will notify Customer of the cancellation as soon as possible.
- Customer Cancellation
- For open enrollment Courses at Unisys site, if customer does not notify Unisys at least ten (10) business days prior to the course start date that it is canceling its course enrollment, Customer shall pay one-half of the Course fee.
- For open enrollment Courses at Unisys site, if customer does not notify Unisys at least five (5) business days prior to the course start date that it is canceling its course enrollment, Customer shall pay the full Course fee.
- Customer shall pay the full Course fee for any "No Show" Student.
- For Courses to be held at Customer's Premises, if Customer does not notify Unisys at least ten (10) business days prior to the Course start date that it is cancelling the Course, Customer shall pay one-half of the Course charges. If Customer notifies Unisys five (5) business days or less prior to the Course start date that it is canceling, Customer shall pay the full Course fee.
4. Proprietary Information
- The Customer acknowledges unauthorized disclosure of Proprietary Information may cause substantial economic losses to Unisys or its licensors. The Customer shall keep in confidence and protect Proprietary Information from disclosure to third parties and restrict its use as provided in the Agreement. This commitment will survive termination of the Agreement or any license granted. The Customer shall inform its employees of this obligation and instruct them accordingly.
- Proprietary information shall not be copied, in whole or in part, except with Unisys prior written consent. Each authorized copy, including its storage media, shall be marked with all notices which appear on the original.
- Upon Unisys request, the Customer shall return to Unisys all copies of Proprietary Information, including Proprietary Information incorporated in Customer modifications and writings.
5. Patent and Copyright Indemnification
- Unisys will defend or settle any claim against the Customer that any Product furnished by Unisys under this Agreement infringes a United States patent or copyright or other such intellectual property right which is the property of a third party unaffiliated with the Customer or its subsidiaries. Unisys will indemnify the Customer against any resulting costs and damages finally awarded or settled with respect to such infringement provided the Customer gives Unisys prompt written notice of the claim plus all available information and assistance required for the defense. Unisys will not be responsible for any cost, expense, compromise or settlement incurred or made by Customer without Unisys prior written consent. If any Unisys Product becomes subject to such a claim, Unisys may, at its sole option,
- obtain the right of continued use for the Customer or
- replace or modify to avoid infringement. If neither alternative is available on terms which are commercially reasonable, then Customer shall discontinue use and return Product at Unisys request in which case Unisys will grant a credit for the price paid to Unisys less a reasonable offset for use and obsolescence.
- Unisys shall have no obligation to defend or indemnify Customer if the claim of infringement or trade secret theft is related to Customer's use of the Product in a manner inconsistent with Unisys instructions.
- The Customer agrees Unisys shall have no obligation to defend or indemnify Customer as to claims of infringement by Non-Unisys Products.
- The foregoing states Unisys entire liability and Customer's sole and exclusive remedies for such infringement.
THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE FOR THE USE OR RESULTS OF THE COURSE AND MATERIALS, NOR THAT ANY STUDENT WILL SUCCESSFULLY COMPLETE THE COURSE. UNISYS DISCLAIMS ANY IMPLIED WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AS TO BOTH UNISYS AND NON-UNISYS PRODUCTS ON BEHALF OF BOTH UNISYS AND SUPPLIERS OF NON-UNISYS PRODUCTS.
7. Limitation of Liability
IN NO EVENT SHALL UNISYS LIABILITY FOR ANY CLAIMS, DAMAGES, LIABILITIES OR JUDGEMENTS ARISING OUT OF OR RELATED TO THIS AGREEMENT AND CUSTOMER'S USE OF THE TRAINING OR TRAINING MATERIAL PROVIDED UNDER THESE TERMS AND CONDITION EXCEED THE APPLICABLE UNISYS CHARGE(S) FOR THE COURSE OR TRAINING MATERIAL THAT IS THE SUBJECT OF THE CLAIM OR DIRECTLY RELATED TO THE CAUSE(S) OF ACTION ASSERTED. THIS LIMITATION DOES NOT APPLY TO AMOUNTS FOR WHICH CUSTOMER IS INDEMNIFIED UNDER SECTION 4 - "PATENT AND COPYRIGHT INDEMNIFICATION."
8. General Provisions
- Unisys shall not be liable for failure to fulfill its obligation when due to causes beyond Unisys reasonable control.
- This Agreement shall be construed in accordance with the local laws of Pennsylvania.
- With respect to its subject matter, the Agreement constitutes the entire agreement between the parties and supersedes all prior proposals and agreements, both written and oral, and all other written and oral communications between the parties. The terms of the Agreement shall supersede all other terms and conditions submitted by the Customer.
- The Agreement may be modified only by a subsequent writing signed by a duly authorized representative of each party.
- No legal action, regardless of its form, related to or arising out of this Agreement may be brought by either party more than two years after the cause of action first accrued.
Unisys makes no warranty that any student will satisfactorily complete any course nor that any particular level of knowledge will be attained by any student. These are matters within control of the student.