This Training Agreement (the “Agreement”), effective as of today (the “Effective Date”), is by and between ISCDT LLC, a New York Limited Liability Company (”ISCDT”), and you (”Trainee”). By purchasing the Training Services and clicking “Agree” below, you agree to be bound by this Training Agreement
- Training Services. ISCDT shall provide training services for Trainee (”Training Services”) as Trainee selected on the purchase page https://iscdt.com/shop/ . ISCDT shall use reasonable efforts to meet any performance dates, and any such dates shall be estimates only. Subject to Section 6, Trainee acknowledges that ISCDT makes no warranty regarding the results to be attained by utilizing the Training Services.
- Training Location and Equipment. ISCDT shall provide all Training Services remotely via its website, course materials, and electronic communication only. Trainee is solely responsible for ensuring Trainee has access to the appropriate equipment and utilities necessary to utilize the Training Services, and in no event shall ISCDT reimburse Trainee for any such costs or expenses.
- ISCDT’s Covenants.
3.1 ISCDT Obligations. ISCDT shall appoint a ISCDT employee to serve as a primary contact with respect to this Agreement and who will have the authority to act on behalf of ISCDT in connection with matters pertaining to this Agreement.
- Trainee Covenants.
4.1 Trainee Property. Trainee shall not without ISCDT’s prior written consent (i) copy ISCDT’s copyrighted material; (ii) use ISCDT’s trademarks, trade names, or other designations in any promotion or publication; or (ii) use recording equipment in training sessions.
4.2 Relationship. Trainee is an independent contractor of ISCDT, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Trainee and ISCDT for any purpose. Trainee shall have no authority (and shall not hold itself out as having authority) to bind ISCDT and Trainee shall not make any agreements or representations on ISCDT’s behalf without its prior written consent.
- Fees and Payment Terms. As full compensation for the Training Services, Trainee shall pay ISCDT the fees as described on the purchase page https://iscdt.com/shop/ (the “Fees”).
- Limited Warranty.
6.1 Limited Warranty. Subject to Section 7, ISCDT warrants to Trainee that it shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with commercially reasonable industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. ISCDT MAKES NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR TRAINING MATERIALS.
6.2 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN Section 6.1, ISCDT MAKES NO WARRANTY WHATSOEVER REGARDING THE TRAINING SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. TRAINEE ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY ISCDT, OR ANY OTHER PERSON ON ISCDT’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION OF THIS AGREEMENT.
- Limitation of Liability and Indemnification.
7.1 TYPES OF DAMAGES. IN NO EVENT SHALL ISCDT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT ISCDT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
7.2 AGGREGATE LIABILITY. IN NO EVENT SHALL ISCDT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT (INCLUDING BREACH OF WARRANTY), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO ISCDT FOR THE TRAINING SERVICES SOLD HEREUNDER.
7.3 Indemnification. Trainee shall defend, indemnify, and hold harmless ISCDT and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) and to anyone, including Trainee, arising out of or resulting from:
(a) bodily injury, death of any person, or damage to real or tangible, personal property resulting from Trainee’s acts or omissions; and
(b) Trainee’s breach of any representation, warranty, or obligation under this Agreement.
- Confidentiality and Non Solicitation.
8.1 Confidentiality. From time to time during the Term of this Agreement, ISCDT/T (as the “Disclosing Party”) may disclose or make available to the Trainee (as the “Receiving Party”) information about its business affairs, services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information shall not include information that, at the time of disclosure: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 8 by the Receiving Party or any of its representatives; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of the Receiving Party or its representatives prior to being disclosed by or on behalf of the Disclosing Party; (iv) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information; or (v) is required to be disclosed pursuant to applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction. The Receiving Party shall: (A) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (C) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Receiving Party shall be responsible for any breach of this Section 8 caused by any of its representatives.
8.2 Non-Solicitation. Trainee agrees that during the Term of this Agreement and for a period of six months following the termination or expiration of this Agreement, Trainee shall not make any solicitation to employ the ISCDT’s personnel without written consent of ISCDT.
- Term and Termination.
9.1 Term. The term of this Agreement commences on the Effective Date and continues for a period of 1 year, unless and until earlier terminated as provided under this Agreement (the ”Term”).
9.2 ISCDT’s Right to Terminate. ISCDT may terminate this Agreement upon written notice to Trainee:
(a) if Trainee fails to pay any amount when due under this Agreement (”Payment Failure”) and such failure continues for five days after Trainee’s receipt of written notice of nonpayment; or
(b) if Trainee breaches any provision of this Agreement (other than a Payment Failure), and either the breach cannot be cured or, if the breach can be cured, it is not cured by Trainee within five days after Trainee’s receipt of written notice of such breach.
9.3 Trainee’s Right to Terminate. Trainee may terminate this Agreement upon written notice to ISCDT:
(a) if ISCDT materially breaches any material provision of this Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured by ISCDT within 15 days after ISCDT’s receipt of written notice of such breach;
(b) if ISCDT (i) becomes insolvent or is generally unable to pay its debts as they become due, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, (iii) makes or seeks to make a general assignment for the benefit of its creditors, or (iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or
(c) in the event of a Force Majeure Event affecting the ISCDT’s performance of this Agreement for more than 30 consecutive days.
9.4 Effect of Termination; Survival.
(a) Expiration or termination of the Agreement will not affect any rights or obligations of the Parties that:
(i) come into effect upon or after expiration or termination of this Agreement; or
(ii) by their nature should apply beyond the Term of this Agreement.
(b) Any notice of termination under this Agreement automatically operates as a cancellation of any training services that are scheduled to take place subsequent to the effective date of termination.
(c) The Party terminating this Agreement, or in the case of the expiration of this Agreement, each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of either Party’s rights, remedies or defenses under this Agreement, at law, in equity or otherwise.
- Governing Law. This Agreement and all related documents including all schedules attached hereto, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of New York.
- Choice of Forum.
11.1 Each party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against any other party in any way arising from or relating to this Agreement and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud and statutory claims, in any forum other than the courts of Nassau County New York.
- Force Majeure. ISCDT shall not be liable or responsible to Trainee, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement except for any obligations to make payments to the Trainee under this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the Training Party’s reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) laws and regulations; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of transportation services or adequate power (each a “Force Majeure Event”).
- Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
- Further Assurances. Each of the parties hereto shall execute and deliver, at the reasonable request of the other party hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.