Aspect Oracle University Terms and Conditions

TERMS AND CONDITIONS FOR ORACLE UNIVERSITY COURSES

Effective date: January 14, 2013

These terms and conditions govern Customer’s purchase of Oracle University education training ("Education Services") from Aspect Software, Inc. ("Aspect") within the United States and Canada ("Territory"). "Customer" means the entity identified on Aspect’s Quotation, in Aspect’s online purchase and registration form, in an email authorization from Customer, or in a telephone order placed by Customer. “Education Services” includes: instructor-led public classes at an Aspect training facility, an Oracle University Education Center in the United States, or Customer’s site; instructor-led private classes; instructor-led public and private live webinars; self-study classes; training on demand; and Learning Credits. "Learning Credits' are prepaid amounts for Education Services to be scheduled by Customer at a later date or dates.

1. ORDERS. For the purchase of Learning Credits or private classes, or on Customer request, Aspect will provide to Customer a quotation ("Quotation") that includes a list of the Education Services, prices and Aspect reference number for each order. To place an order, Customer will sign the Quotation and submit a purchase order that references the Quotation number or provide a credit card for payment. Customer may place orders for other Education Services online at http://quilogy.com/ClassesOffered.aspx or by telephone call or email to Aspect. All orders will be governed by these terms and conditions. Each order is subject to acceptance by Aspect. Aspect will send Customer written confirmation for all accepted orders.

2. PAYMENT.

(a) Payment Terms. Payment of class fees is due in U.S. dollars (i) for learning credits, when ordered and (ii) for all other Education Services, before booking of the Education Services. Aspect will invoice Customer for Education Services on the date ordered. Purchased Education Services are non-cancelable and fees are non-refundable. Interest will accrue at 1.5% per month or the maximum legal rate on any overdue payment unless Customer provides written notice to Aspect of its good faith dispute before the invoice payment date. Aspect may suspend Education Services for overdue payment. Any dispute not resolved in writing within 30 days of notice is a material breach of Customer’s obligation, and Customer must pay Aspect’s collection and legal expenses in pursuing any remedies.

(b) Taxes Prices do not include taxes. Customer must pay all taxes due for its purchase of Education Services, except taxes on Aspect’s income. Aspect will invoice Customer for taxes unless Customer provides a valid tax-exemption certificate or written notice and tax payment receipt or declaration form.

3. EXPIRATION; CANCELLATION. If Customer cancels or reschedules a course, cancellation and rescheduling fees will be charged as described in the chart at the end of these terms and conditions. Aspect may cancel and reschedule courses in its sole discretion, at no charge to Customer.

4. LEARNING CREDITS. Learning Credits must be used, and all classes using Learning Credits must be taken, within 12 months from the date of the Quotation. Learning Credits will be applied based on the price for classes applicable at the time of registration, discounted at the rate agreed to in the Quotation, if any. The list price for Education Services may change at any time.

5. OWNERSHIP AND LICENSE OF COURSE MATERIALS. Aspect or its licensors retains all ownership and intellectual property rights the Education Services and the hard copy or electronic versions of the Oracle training course purchased by Customer, including curriculum, training guides and any training aids ("Course Materials") and all Derivative Works. ("Derivative Works has the same meaning as that term is defined in Section 101 et seq. of the United States Copyright Act, as amended.) Upon payment of the applicable class fees, Aspect grants Customer a fully paid, limited, non-exclusive, non-transferrable license to use the Course Materials and Derivative Works for use in support of Customer’s authorized use of the applicable Aspect software licensed and/or Aspect equipment purchased by Customer. Customer may not copy the Course Materials without Aspect’s prior written consent. All titles and trademark, copyright, and restricted rights notices must be reproduced on all such copies.

6. NO WARRANTY. EDUCATION SERVICES AND COURSE MATERIALS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, REPRESENTATION OR GUARANTEE OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY OR FITENSS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTY, WHETHER EXPRESSED OR IMPLIED.

7. LMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES OR LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA OR DATA USE, COST OF COVER, OR GOODWILL, FORESEEABLE OR UNFORESEEABLE. IN NO EVENT WILL THE AGGREGATE LIABILITY OR DAMAGES FOR EITHER PARTY, ITS AFFILIATES OR LICENSORS FOR ANY CLAIM EXCEED THE AMOUNT CUSTOMER PAID FOR THE EDUCATION SERVICES THAT GAVE RISE TO THE CLAIM, REGARDLESS OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION BREACH OF EXPRESS OR IMPLIED WARRANTY, FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, OR OTHERWISE IN CONNECTION WITH THESE TERMS AND CONDITIONS OR ANY EDUCATION SERVICES. THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO CLAIMS FOR DEATH OR BODILY INJURY, TANGIBLE PROPERTY DAMAGE, WILLFUL MISCONDUCT, FRAUD OR CUSTOMER’S BREACH OF THE LICENSE TERMS, NOR RELIEVE CUSTOMER OF ITS PAYMENT OBLIGATIONS. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CLAIM BROUGHT BY THE OTHER PARTY MORE THAN 12 MONTHS AFTER BECOMING AWARE OF THE CLAIM.

8. NON-DISCLOSURE. Customer acknowledges that the Education Services and Course Materials incorporate confidential and proprietary information developed or acquired by Aspect or its licensors (“Information”). Customer will take all reasonable precautions necessary to safeguard the confidentiality of the Information, including without limitation those measures taken by Customer to protect its own confidential information. Customer may not disclose the Course Materials, in whole or in part, to any third party, and will promptly notify Aspect in writing of any unauthorized use or disclosure.

9. MISCELLANEOUS

(a) No Agency. Each party is an independent contractor and may not commit the other party in any way without written authorization. This agreement does not create an employment, joint venture, partner, or agency relationship.

(b) Force Majeure. Either party’s performance failure due to a cause beyond its reasonable control and without its fault or negligence is not a breach of these terms and conditions, except Customer’s failure to fulfill its payment obligations.

(c) Notice. Notice or approval must be in writing signed by a party’s authorized representative, sent to the address provided on the Quotation or to another address provided by a party in writing. Notice may be sent by mail or overnight courier with return receipt and is effective 1 business day after being sent by overnight courier and 3 business days after being sent by regular mail.

(d) Law. The Agreement is governed by the laws of the Commonwealth of Massachusetts, excluding principles of conflict of law. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act in the form adopted by any state do not apply. Each party waives the right to a jury trial with respect to any action between the parties, in law or equity. Customer must comply with all laws and regulations, including without limitation the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act and other anti-corruption laws, U.S. and other export control and import regulations, and anti-boycott regulations. Customer must comply with all laws and regulations, including without limitation the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act and other anti-corruption laws, U.S. and other export control and import regulations, and anti-boycott regulations.

(e) Survival. All provisions of these terms and conditions that by their nature are intended to survive expiration or termination of the Agreement will survive.

(f) Transfer; Assignment. Customer may not transfer or assign these terms and conditions, any Order Document, any Education Services or any of Customer’s obligations, rights or remedies, in whole or in part, to another individual or entity without the written approval of Aspect.

(g) No Waiver. Either party’s failure to exercise its right or remedy is not a waiver of any right or remedy.

(h) Publicity. Aspect may use Customer’s name in press releases, product brochures, and other marketing materials to indicate that Customer is a customer of Aspect. Aspect shall not use Customer’s trademarks, service marks, logos or branding without Customer’s written permission.

(i) Severability. If any provision of these terms and conditions is illegal, invalid, or unenforceable, the remaining provisions of the Agreement will remain in full force and effect.

(j) Third Party Beneficiary. Oracle is a third-party beneficiary of these terms and conditions.

(k) Entire Agreement. These terms and conditions and the Quotation, if any, are the entire agreement with respect to the Education Services and supersede all prior or contemporaneous proposals, understandings, agreements, negotiations, and representations, oral or written, with respect thereto. In the event of any inconsistent terms between these terms and conditions and a Quotation, the terms of the Quotation will control for that Quotation only. Any inconsistent or additional terms of Customer’s purchase order are excluded regardless of Aspect’s acceptance of the purchase order for payment purposes.

Class Cancellation/Rescheduling Policy See link above for latest policy as it changes….

Publicly Scheduled Instructor Led Training Events *
If you... Aspect will assess...
cancel or reschedule your registration 7 or more calendar days before the scheduled start date of the class no charge
Reschedule your registration 1-6 calendar days prior to the class start date 50% of the class fee
cancel your registration 1- 6 calendar days prior to the class start date 50% of the class fee
do not show up for the event; or cancel on the day of the event 100% of the class fee
Private/Onsite Training Events *
If you... Aspect will assess…
Cancel your class 14 or more calendar days before the scheduled start date of the class no charge
Reschedule your class 1-13 calendar days prior to the class start day 50% of the class fee
cancel your class 1-13 calendar days prior to the class start date 50% of the class fee
do not show up for the class, or cancel on the day of the class 100% of the class fee
Oracle Testing Center (OTC) Exam
If you... Aspect will assess…
cancel or reschedule your exam registration 7 or more calendar days prior to the scheduled exam date no charge
reschedule your exam registration 1 to 6 calendar days before the scheduled exam date no charge
cancel your exam registration 1- 6 calendar days prior to the scheduled exam date; cancel on the day of the exam; or do not show up for your exam 100% of the exam fee or will invalidate your OCP voucher if your payment method is OCP Voucher