The following Terms are part of the purchase order, quote, invoice or other purchase document (“Purchase Document”) to purchase a seat for an Ekahau Certified Survey Engineer (“ECSE”) classroom lecture and lab taught by Wi-Fi experts (“ECSE Training Class” or “ECSE Training Classes”, as applicable) by the customer listed on the Purchase Document (“Customer”) from Ekahau Inc., a Delaware corporation with its principal place of business at 1524 5th Avenue, Suite 300, Seattle, WA 98101 (“Ekahau”).
Ekahau offers ECSE Training Classes and Customer desires to register for an ECSE Training Class.
Please read these Terms carefully before registering for an ECSE Training Class. By clicking “ACCEPT”, Customer agrees to be bound by these Terms.
- ECSE Training Class Purchase. Customer shall pay to Ekahau the ECSE Training Class fees set forth on the applicable Purchase Document (the “Fee”).
- Confirmed ECSE Training Class. An ECSE Training Class will not be considered confirmed until payment of the Fee is received by Ekahau in full.
- Completion of ECSE Training Class. Customer may either specify a desired ECSE Training Class date at the time of payment of the Fee or at a later date. Customer must complete an ECSE Training Class within six (6) months of the date of payment of the Fee by Customer. If an ECSE Training Class is not completed within six (6) months of payment of the Fee by Customer, Customer acknowledges and agrees that Customers forfeits the Fee and shall not be entitled to a refund.
- Cancellation and Rescheduling Requests by Customer.
4.1 Submission. Customer shall submit ECSE Training Class cancellation and rescheduling requests to Ekahau via email to [email protected]. 4.2 Refunds. In order to be entitled to a refund of the Fee, Customer must submit a cancellation request at least thirty (30) days prior to the registered ECSE Training Class start date. Customer acknowledges and agrees in the event that Customer submits a cancellation or rescheduling request less than thirty (30) days prior to the registered ECSE Training Class start date, the Fee is nonrefundable. In the event that Customer registers for an ECSE Training Class date and does not attend, the Fee is nonrefundable. 4.3 Reselling Cancellation and Rescheduling Policy. In the event that Customer is authorized by Ekahau to resell the seat for the ECSE Training Class purchased by Customer herein, Customer acknowledges and agrees that a cancellation and rescheduling policy, if any, for the ultimate purchaser of the ECSE Training Class is the sole responsibility of the Customer. Customer acknowledges and agrees that in the event that Customer or Ekahau cancels or reschedules the ECSE Training Class purchased hereunder, Customer shall be solely responsible for informing the ultimate purchaser. Refunds provided by Customer to the ultimate purchaser, if any, shall be the sole responsibility and at the discretion of Customer and shall have no effect on the applicable refunds provided by Ekahau, if any, in Section 4.2. For the avoidance of doubt, the time period for refunds above is calculated according to the date that Ekahau receives a cancellation request from Customer.
- Cancellation and Rescheduling by Ekahau. Ekahau reserves the right to cancel any ECSE Training Class due to insufficient enrollment at least thirty (30) days in advance of the scheduled start date. In the event of a cancellation, Ekahau shall notify Customer and Customer shall have the option to reschedule for a future date or receive a refund of the Fee, provided that the ECSE Training Class is considered confirmed pursuant to Section 2 above. Customer agrees and acknowledges that one of either rescheduling for a future date or receiving a refund of the Fee shall be its sole remedy in the event of a cancellation due to insufficient enrollment. In the event of a cancellation or rescheduling due to insufficient enrollment, Ekahau shall not be responsible for any expenses other than the Fee incurred by Customer. Ekahau reserves the right to cancel or reschedule an ECSE Training Class due to fire, flood, earthquake, storm damage, war, insurrection, government restrictions, telecommunications outages, Internet outages, power outages, acts of terrorism, force majeure, or other causes beyond Ekahau’s reasonable control (“Force Majeure”). If an ECSE Training Class is cancelled by Ekahau due to Force Majeure, Customer is entitled to reschedule for a future date at no charge, provided that the ECSE Training Class is considered confirmed pursuant to Section 2 above. Customer agrees and acknowledges that rescheduling for a future date shall be its sole remedy in the event of a cancellation due to Force Majeure. In the event of a cancellation or rescheduling due to Force Majeure, Ekahau shall not be responsible for any expenses incurred by Customer.
- Indemnification. Customer will defend, indemnify and hold harmless Ekahau, and its affiliates and its and their officers, directors, agents, and employees from and against all claims, suits, liabilities, costs, expenses, charges, damages and losses, including reasonable attorneys’ fees (collectively, “Losses”), arising from or in connection with any damages, injuries or third party claims or demands caused by or arising out of arising out of, resulting from or otherwise related to (i) Customer’s breach of its representations, warranties, or obligations contained in these Terms; (ii) the willful/gross negligence or willful/gross misconduct of or by Customer and/or its affiliates and/or its and their officers, directors, employees and agents; and/or (iii) any action of Customer in violation of an applicable law or regulation.
- Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS OR UNLESS OTHERWISE PROHIBITED BY APPLICABLE LAW, EKAHAU IS PROVIDING THE ECSE TRAINING CLASS TO CUSTOMER“AS IS”, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, AND EKAHAU HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT.
- Limitation of Liability. Neither party shall be liable to the other party for any loss of profits, loss of use, loss or corruption of data, interruption of business, or any indirect, special, incidental, consequential, exemplary, or punitive damages arising out of these Terms or the provision of or failure to provide the ECSE Training Class, even if the innocent party was advised of the possibility of such damages. Ekahau’s entire liability under these Terms will be limited in any event to Customer’s direct and actual damages, not to exceed one hundred percent (100%) of the Fee paid or payable by Customer under these Terms. Each party expressly disclaims any liability to or for the benefit of any other third parties.
- Miscellaneous. 9.1 Data Processing Addendum. The parties agree that the terms of the data processing addendum available at https://www.ekahau.com/gdpr-dpa shall apply and that all terms of such addendum are incorporated herein by reference and made a part of these Terms. For purposes of that data processing addendum, Customer is the “Disclosing Party” and Ekahau is the ‘Recipient.” 9.2 Applicable Law; Venue. If Customer is a resident of any country in Europe, these Terms shall be governed by and interpreted in all respects by the laws of Ireland without reference to conflict of laws’ principles, as such laws are applied to agreements entered into and to be performed entirely within Ireland between residents of Ireland. If Customer is a resident of any country not in Europe, then these Terms shall be governed by and interpreted in all respects by the laws of the state of New York, without regard to the principles governing conflicts of law of any jurisdiction, as such laws are applied to agreements entered into and to be performed entirely within New York between New York residents. If Customer is a resident of any country in Europe, the parties agree that the Irish courts shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms. If Customer is a resident of any country not in Europe, the parties agree that the federal and state courts located in New York City, New York shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms. Each party hereby expressly consents to the jurisdiction of such courts with respect to any such dispute, waives any objection, whether on the grounds of venue, residence or domicile or on the ground that the proceeding has been brought in an inconvenient forum, and agrees that service of process in any such proceeding may be made by hand delivery or overnight courier with proof of delivery. In the event of any dispute arising out of or related to these Terms, the substantially prevailing party shall be entitled to receive its reasonable attorneys’ fees and costs from the other party, in addition to any other relief to which the party is entitled. 9.3 Miscellaneous. To the extent that there is any conflict between any term contained herein and any term in an ECSE Training Class purchase order, the applicable term of these Terms shall control. Customer shall not assign these Terms or any of its rights hereunder (directly, by operation of law, or otherwise) without the prior written consent of Ekahau, which consent shall not be unreasonably withheld. No waiver, modification, amendment or discharge of any provision of these Terms (including but not limited to any change orders, and any such waiver, modification, amendment, or discharge allegedly resulting from custom, usage or trade and/or course of dealing) will be valid unless it is in writing and duly executed by both parties.