Training Agreement
This Training Services Agreement (“Agreement”) is a legal agreement between you and Agile 2 Academy LLC (“Agile 2 Academy”) and states the terms and conditions that apply to all online purchases of training services provided by Agile 2 Academy. “You” and “your” as used in this Agreement shall mean you individually and the entity on whose behalf you are obtaining training services. CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE CLICKING ACCEPT. BY CLICKING ACCEPT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT; IF YOU DO NOT AGREE TO THESE TERMS, CLICK THE DECLINE BUTTON. We suggest you keep a copy of this Agreement for your records.
You hereby acknowledge and agree to the following:
Training Services. Upon your payment of the training fees (if applicable) and your acceptance of this Agreement, Agile 2 Academy shall register you for the training for which you have selected. All access to and exchange of training material, assignments, pre-recorded videos and other content will be performed using Agile 2 Academy's online training environment at Agile2.Academy. Live video classroom sessions, if applicable, will be conducted using a tool specified by Agile 2 Academy in the course instructions in the online training environment. You are prohibited from recording any Agile 2 Academy live trainings and may not permit a third party to record any Agile 2 Academy live trainings. You are also prohibited from downloading or storing pre-recorded videos.
Requirements. You must have a laptop that is capable of connecting to the internet, and able to run popular Web video applications such as Zoom and Google Meet.
Agile 2 Academy Training Contact: contact@Agile2Academy.com
Confidential Information. You agree not to use or otherwise disclose to any third party, without Agile 2 Academy'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).
Note: the training content that students view and receive is not Confidential unless it is marked as such. All training material is copyrighted by Agile 2 Academy, and is subject to copyright law, with all rights reserved by Agile 2 Academy. However, copyrighted material may be used in the course of a student’s own professional work, and that which is not marked Confidential may be reproduced in a limited manner according to Fair Use standards.
Proprietary Rights. Agile 2 Academy and its licensors and suppliers own and retain all right, title, and interest in and to the following (collectively, the “Agile 2 Academy Property”): (a) the Services and Documentation (b) all ideas, concepts, techniques, processes, know-how, modifications, enhancements, and derivative works that may be developed, conceived, or invented by Agile 2 Academy during its performance under this Agreement; and (c) all Intellectual Property Rights in and to the property described in clauses (a) and (b) above of this Section 6. The Documentation is also protected under applicable copyright laws and Customer’s right to use the Documentation is limited to the terms and conditions set forth in this Agreement, particularly as stated in section 4.1. All rights not expressly granted in this Agreement are expressly reserved by Agile 2 Academy. Customer will not remove, obscure or alter any notice of copyright, patent, trade secret, trademark, or other Intellectual Property Right, or disclaimer in the Documentation. Note that content on the Agile 2 website, and the Agile 2 ideas, are not copyrighted or owned by Agile 2 Academy and are subject to a Creative Commons Attribution 4 license. Thus, the restrictions here pertain essentially to the training content and training methods of Agile 2 Academy. You are of course free to apply in your profession the ideas and techniques that you learn in this course.
License of Deliverables. In consideration for and upon payment of the fees set forth by Agile 2 Academy, and subject to the terms of this Agreement, Agile 2 Academy hereby grants to you a non-exclusive, fully-paid, non-transferable, license to use and access the Deliverables solely for your own use. You are prohibited from sharing or disclosing with any third party (including any contractor or vendor) any Deliverables, or any Services, except with Agile 2 Academy's express written consent, except that very small amounts of material, such as a few slides, may be shared under this license. Except as provided in this Agreement, Agile 2 Academy is not providing or licensing to you any existing or future Agile 2 Academy software programs, products, services, or deliverables. You are not granted any right to commercialize or otherwise sublicense, transfer, assign, convey, or permit any third party to use or copy any Deliverables, or Services, in whole or in part except in very small amounts, such as a few slides (which may be subject to copyright), or any improvements thereto.
No Hire. You shall not hire any employee or contractor of Agile 2 Academy working under this AGREEMENT for the combined period of the term of the Agreement plus twelve (12) months following expiration or termination of the Agreement. If you breach this No Hire clause, you will pay Agile 2 Academy a fee equal to twelve (12) months services at Agile 2 Academy's standard billing rate for the hired employee or contractor.
Governing Law; Venue. This Agreement and any disputes that may arise under, out of or in connection with this Agreement, shall be governed by and construed and enforced in accordance with the laws of the State of Virginia, and shall be binding on the parties to this Agreement in the United States and worldwide. The parties consent and submit to the jurisdiction of and venue in the courts of Fairfax County, Virginia. Each party waives all defenses of lack of personal jurisdiction and forum non conveniens. English is the governing language of this Agreement.
Indemnification. You will defend Agile 2 Academy against any claim or action brought by a third party against Agile 2 Academy arising from your violation of any such third party’s privacy rights of the data you provide to Agile 2 Academy under this Agreement. You will pay those costs and damages finally awarded against Agile 2 Academy in any such claim or action (including reasonable attorneys’ fees) that are specifically attributable to such claim or action, or those costs and damages agreed to in a monetary settlement of such claim or action. You shall have the right to settle those aspects of the claim or action dealing only with the payment of money, if it pays such amounts as part of the settlement or entry of judgment. Notwithstanding the preceding sentence, in connection with such defense or settlement, you may not enter into any agreement involving injunctive relief or imposition of any other obligation upon Agile 2 Academy without Agile 2 Academy's prior written consent.
Limitation of Liability
EXCEPT FOR LIABILITY ARISING UNDER SECTIONS 5, 6, 7, OR 9 ABOVE, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES (WHETHER FORESEEABLE OR NOT, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS). THIS EXCLUSION OF DAMAGES APPLIES EVEN IF THE DEFENDING PARTY HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES, AND HOWEVER THE DAMAGES HAVE ARISEN (WHETHER OUT OF THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT OR SERVICES; OR ANY CLAIM, CAUSE OF ACTION, BREACH OF CONTRACT OR EXPRESS OR IMPLIED WARRANTY UNDER THIS AGREEMENT OR ANY THEORY OF LAW SUCH AS MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT).
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, Agile 2 Academy's ENTIRE LIABILITY ARISING OUT OF THIS AGREEMENT WILL IN NO EVENT EXCEED THE FEES PAID BY YOU TO Agile 2 Academy FOR THE TRAINING SERVICES, WHETHER OR NOT THE ACTION OR CLAIM IS BASED IN CONTRACT, MISREPRESENTATION, WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY.
Equitable Relief; Attorney’s Fees. Each party agrees that any breach or threatened breach of the terms herein may cause the other party irreparable harm for which there is no adequate remedy at law. Consequently, either party may seek issuance, by a court of competent jurisdiction, an injunction, restraining order or other equitable relief in favor of itself, without the necessity of posting bond, restraining the other party from committing or continuing to commit any such violation. Any right to obtain an injunction, restraining order, or other equitable relief shall not be deemed a waiver of any right to assert any other remedy that may be available in law or in equity. If any proceeding is brought by either party to enforce or interpret any term or provision of this Agreement, the substantially prevailing party in such proceeding shall be entitled to recover, in addition to all other relief arising out of this Agreement, such party's reasonable attorneys' and other experts' (including without limitation accountants) fees and expenses. Without prejudice to the generality of the foregoing, if you fail to pay any fees or expenses when due, then you shall in addition pay all of Agile 2 Academy's costs of collection, including without limitation reasonable attorneys' fees.
Definitions: For the purposes of this Agreement, the following capitalized words and phrases not otherwise defined in this Agreement, shall have the following meanings:
"Confidential Information" means any information or materials, including but not limited to, technical data, know-how, business plans, financial projections, agreements with third parties, patents, patent applications, trade secrets, research, product plans, products, services, suppliers, customers, prices and costs, markets, software, developments, implementation plans, inventions, processes, technology, designs, drawings, engineering, hardware configuration, marketing, licenses, budgets and/or finances, that is provided by Agile 2 Academy to you, or that is otherwise learned by you about Agile 2 Academy through the performance of this Agreement and that has been identified as being proprietary and/or confidential or that by the nature of the information or the circumstances surrounding the disclosure or receipt reasonably ought to be treated as Confidential Information.
“Deliverables” means all deliverables provided to you by Agile 2 Academy as part of “Services” (defined below).
“Documentation” means all documentation Agile 2 Academy has delivered to you, whether in written or in electronic form during the Services and under this Agreement.
“Intellectual Property Rights” means all worldwide trade secrets, patents and patent applications, trademarks (registered or unregistered, including any goodwill acquired in such trademarks), service marks, trade names, copyrights, moral rights, database rights, design rights, rights in know- how, rights in confidential information, rights in inventions (patentable or not) and all other intellectual property and proprietary rights (registered or unregistered, and any application or rights to enforce the foregoing), and all other similar rights as they may exist anywhere in the world.
“Services” means the training services pertaining provided to you by Agile 2 Academy under this Agreement.