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Nintex Training Terms and Conditions

Last updated: August 21, 2018

These Nintex Training Service Terms and Conditions (“Terms”) contain the terms and conditions that govern your use of the Nintex Training Service, and are an agreement between Nintex Global Ltd. and its Affiliates (“Nintex,” “we,” “us,” or “our”) and you or the entity you represent (“you”). These Terms take effect on the earlier of when you check a box presented with these Terms or when you use any Nintex Training Service. You represent to us that you are lawfully able to enter into contracts. If you are entering into these Terms for an entity, such as the company you work for, you represent to us that you have the legal authority to bind that entity, and all references to you include your company. The use of Nintex products and services are subject to separate terms, such as our Master Subscription Agreement, and these Terms do not apply to the use of Nintex products.
IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT ACCESS OR USE THE TRAINING SERVICE. BY CHECKING THE ACCEPTANCE BOX OR ACCESSING OR USING THE TRAINING SERVICE, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. Definitions

“Affiliate” means any entity that directly or indirectly controls, or is controlled by, or is under common control of that party.

“Course” means each of the training courses made available by us or our Affiliates in a virtual classroom.

“Privacy Policy” means the Nintex privacy policy located at https://www.nintex.com/legal/privacy-policy/ (and any successor or related locations designated by us) as it may be updated from time to time.

“Training Materials” means educational or instructional materials related to Nintex services made available from time to time, including reference materials and assessments.

“Training Service” means each Course and all Training Materials made available to you by us or our Affiliates.

“Training Site” means https://learn.nintex.com (and any successor or related site designated by us), as may be updated from time to time.

2. Use of the Training Service

2.1     In General.      You may use the Training Service in accordance with these Terms. To use the Training Service you must register via the Nintex Training Site.

2.2     Your Responsibilities.      You are responsible for all activities that occur under the Nintex accounts you use or create in connection with any Nintex Training Service, regardless of whether the activities are undertaken by you or by a third party.

3. Fees and Payment

3.1     Fees.     You will pay us all applicable fees and charges for use of the Training Service as described on the Nintex Training Site using a payment method we support. All amounts payable under these Terms will be made without setoff or counterclaim and without deduction or withholding. Fees may vary based on your location and other factors, and we reserve the right to change any fees at any time in our sole discretion. Any fee change will become effective on posting to the Training Service, but will not impact any registrations for which payment has previously been received.

3.2     No Refunds.     Once you have purchased a Course, the fee is non-refundable. If you cancel any Training Service you will not be entitled to any refund. Nintex may cancel a Training Service Course in its discretion at any time up to and including the date of the Course. If Nintex cancels a Course for which you have already paid a registration fee, we will offer you the same Nintex Course to you on an alternative date.
3.3 Taxes. The fees do not include any local, state, federal or foreign taxes, levies, duties, or similar governmental assessments of any nature, including value-added, excise, use, or withholding taxes (collectively, “Taxes”). You are responsible for paying all Taxes associated with your use of the Training Service, excluding U.S. income taxes on Nintex.

3.3      Taxes.     The fees do not include any local, state, federal or foreign taxes, levies, duties, or similar governmental assessments of any nature, including value-added, excise, use, or withholding taxes (collectively, “Taxes”). You are responsible for paying all Taxes associated with your use of the Training Service, excluding U.S. income taxes on Nintex.

4. Proprietary Rights

4.1     Nintex Training Service License.     You agree that Nintex, our Affiliates, or our licensors, own and retain all right, title, and interest in and to the Training Service, including all copyright, patent, trademark, trade secret and other intellectual property rights. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license during the term of these Terms to use the Training Service solely in accordance with these Terms. Except where the Training Materials are provided to you under a separate license, and subject to the limitations in the License Restriction in Section 4.2, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to use written Training Materials during and after the relevant the relevant Course. Except as provided in this section, you obtain no rights under these Terms from us, our Affiliates, or our licensors to the Training Material, including any related intellectual property rights. All rights not explicitly given in these Terms are reserved by Nintex.

4.2     Nintex Training Service License Restriction.     You may not use the Training Service in any manner or for any purpose other than as expressly permitted by these Terms. You will not attempt to: (a) modify, alter, tamper with, repair or otherwise create derivative works of any Training Service; (b) reproduce or redistribute any Training Materials; (c) resell or sublicense any Training Service; or (d) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code of the Training Service or its software or any proprietary material. All licenses granted to you in these Terms are conditional on your continued compliance with these Terms and will immediately and automatically terminate if you do not comply with any term or condition of these Terms.

4.4     Feedback.     We look forward to receiving your comments, requests, and other feedback regarding the Training Service, and you agree that we are free to incorporate and use your feedback without restrictions of any kind, including in our promotional materials in a manner that is attributable back to you. By accepting your feedback, we do not waive any rights to use similar or related feedback previously known to Nintex, developed by our employees or contractors, or obtained from other sources.

5. Privacy

5.1    In General.     You acknowledge that Nintex and its Affiliates will handle any personal data relating to you that is provided to Nintex or its Affiliates for the purposes of these Terms in accordance with the Privacy Policy. You represent and warrant that you are entitled in accordance with applicable laws to provide such personal data to Nintex and its Affiliates for the purposes of these Terms. If you provide personal data to Nintex on behalf of any third party in connection with the Nintex Training Service, you are responsible to that third party for your use and handling of such personal data in accordance with applicable laws. Nintex may from time to time notify you of any changes to our Privacy Policy, but you should check Nintex site frequently for recent changes.

5.2     Third Party Disclosure.     If your participation in the Training Service has been arranged by a third party, (e.g., your employer), Nintex may share information about your participation with that third party. This information can include responses to surveys, status of Course completion, and personal data such as your name and the email address you used to register for the training (collectively “Training Data”). Nintex will process your personal Training Data in accordance with the Privacy Policy. By accepting these Terms, you acknowledge that Nintex can disclose the Training Data to the third party for certain legitimate business purposes, including (a) to confirm that Nintex has delivered the Training Service in accordance with terms agreed upon with the third party, (b) to confirm whether you have successfully undertaken the Training Service, and (c) to identify if an additional Training Service might be of interest to you or the third party.

6. Termination

6.1     Termination.      Nintex reserves the right to terminate your access at any time to the Training Service, with or without cause, in Nintex’s sole and absolute discretion, and with or without notice. Any recital in these Terms of specific grounds for termination of your access to the Training Service will in no manner whatsoever limit our absolute right to terminate your use of the Training Service under this paragraph. You can stop using the Training Service at any time. Upon the termination or expiration of these Terms, the Training Service licenses granted in Section 4.1 and 4.2 will terminate, and you will cease all use of the Training Service. Provided these Terms were not terminated due to your breach, you may retain copies of any Materials, so long as you do not copy, distribute, or otherwise use them in violation of these Terms.

6.2     Survival.     Upon termination, all your rights under these Terms immediately terminate and Sections 4 (except for the license granted to you in 4.1 and 4.2), 5, 6, 8, 9, 10, 11, 12 will continue to apply in accordance with their terms.

7. Modification

From time to time, we may modify these Terms.  Unless we specify otherwise, changes become effective upon our posting of the updated Terms, and the updated Terms will apply to all purchases made after they are posted.  We will use reasonable efforts to notify you of the changes through communications via the Training Service, email, or other means.

8. No Warranties

THE NINTEX TRAINING SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE NINTEX TRAINING SERVICE OR THESE TERMS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES DISCLAIM ALL CONDITIONS AND WARRANTIES, INCLUDING ANY IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, MERCHANTABLE OR SATISFACTORY QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES WILL NOT BE LIABLE (INCLUDING BUT NOT LIMITED TO LIABILITY FOR NEGLIGENCE) TO YOU FOR ANY: LOSS OF PROFITS; LOSS OF BUSINESS; LOSS OF ANTICIPATED SAVINGS; LOSS OF GOODWILL AND SIMILAR LOSSES; INVESTMENTS, EXPENDITURES, OR COMMITMENTS RELATED TO THE NINTEX TRAINING SERVICE (EXCEPT ACTUAL PAYMENTS BY YOU TO NINTEX UNDER THESE TERMS FOR NINTEX’S DELIVERY OF THE NINTEX TRAINING SERVICE); PURE ECONOMIC LOSS; OR INDIRECT, SPECIAL, CONSEQUENTIAL, DAMAGES, COSTS OR EXPENSES OR EXEMPLARY LOSSES, EVEN IF A PARTY HAS BEEN ADVISED OF THEIR POSSIBILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY (INCLUDING BUT NOT LIMITED TO LIABILITY FOR NEGLIGENCE) OF NINTEX, OUR AFFILIATES, AND OUR LICENSORS, IN CONNECTION WITH THESE TERMS WILL BE LIMITED TO, AT OUR OPTION, (I) REDELIVERY OF THE TRAINING SERVICE THAT GAVE RISE TO THE CLAIM, OR (II) THE AMOUNT OF THE FEES YOU ACTUALLY PAID TO US UNDER THESE TERMS FOR EACH COURSE OR TRAINING SERVICE TO WHICH SUCH CLAIM RELATES.

10.  Indemnification

To the maximum extent permitted by law, you will defend, indemnify, and hold harmless Nintex, our Affiliates and licensors and each of their respective employees, officers, directors, and representatives from and against any and all third party claims, damages, losses, liabilities, costs and expenses (including attorneys’ costs and fees) arising from or related to:  (a) your use of the Training Service in violation of these Terms, (b) your violation of any law or rights of any third party, or (c) a dispute between you and any third party with respect to use of the Training Service.  If Nintex seeks indemnification from you under this provision, Nintex will notify you in writing of the claims brought against Nintex for which we seek indemnification, and, at our discretion, allow you, through counsel acceptable to Nintex, to answer and defend the claims.  You may not settle any claim on our behalf without first obtaining our written permission, and you will not publicize the settlement without Nintex’s prior written permission.  Nintex reserves the right to assume full control of the defense of any claim with legal counsel of our choice.  If Nintex so undertakes, any settlement of the claim requiring payment from you will be subject to your prior written approval.  You will reimburse Nintex upon demand for any expenses reasonably incurred by Nintex in defending such claim, including, without limitation, attorneys’ fees and costs, as well as any settlement or judgment on the claim.

11. Miscellaneous

11.2     Governing Law.     The laws of the State of Washington, without reference to conflict of law rules, govern these Terms and any dispute of any sort that might arise between the parties. The United Nations Convention for the International Sale of Goods does not apply to these Terms.

11.3     Entire Agreement.     These Terms include all other documents incorporated by reference and is the entire agreement between you and us regarding the subject matter of these Terms. These Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between us regarding the subject matter of this Terms.

11.4     Severability.     If any portion of these Terms, is held to be invalid or unenforceable, the remaining portions of these Terms will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining Terms will continue in full force and effect.

11.5     No Waiver.     Neither party will be deemed to have waived any of its rights under this Terms by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of these Terms will constitute waiver of any other breach of these Terms.

11.6     Independent Contractors.     We and you are independent contractors, and these Terms will not create a partnership, joint venture, fiduciary, employment or agency relationship between us.

11.7     No Assignment.     These Terms, and any rights and licenses granted under these Terms, may not be transferred, sublicensed, or assigned by you without our prior written consent, but may be assigned by us without restriction.

11.8     No Third Party Beneficiary.     These Terms do not create any third party beneficiary rights in any individual or entity that is not a party to these Terms.

11.9     Force Majeure.     Neither party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Nintex or Customer employees, respectively), computer attacks or Harmful acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

11.10     Notice.     We may provide you with required or permitted notices via email or the Training Service, as determined by us in our discretion. Any notices you give to us under these Terms will be deemed given only when personally delivered, delivered by courier requiring signature for receipt, or three (3) business days after being deposited into the mail, first class, postage prepaid, in each case to: Nintex USA Inc., 10800 NE 8th St., Suite 400, Bellevue, WA, 98004, Attn: Chief Legal Officer. All communications or notices given pursuant to these Terms must be in the English language.

11.11     Trade Compliance.     You represent and warrant that you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g. the Specially Designated Nationals List of the U.S. Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority. You will not directly or indirectly export, re-export, or transmit any commodities, software, or technology to any country, individual, corporation or entity to which such export, re-export, or transmission is restricted, including any country, individual, corporation or entity under sanctions or embargoes administered by the United Nations, U.S. Departments of State, Treasury or Commerce, the European Union, or any other applicable government entity.