On-Demand Training & Certification Agreement

Before Talend will provide On-Demand training courses or grant certification under any Talend certification program (as defined below), you must agree and communicate to Talend that you agree – to the terms and conditions of the following Talend On-Demand Training & Certification Agreement (“Agreement”).  “You” and “Your” refers to the individual or entity that has ordered from Talend Inc. (“Talend”) the Talend Products under this Agreement.

PLEASE READ THE FOLLOWING CAREFULLY.  YOUR PURCHASE AND/OR USE OF THE TALEND ON-DEMAND TRAINING COURSE(S) OR CERTIFICATION PROGRAM SIGNIFIES AND CONFIRMS YOUR AGREEMENT WITH ALL TERMS, CONDITIONS, AND NOTICES CONTAINED IN THIS AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT YOUR USE OF THE TALEND ON-DEMAND TRAINING COURSE(S) OR PARTISIPATION IN THE CERTIFICATION PROGRAM IS PROHIBITED.

Talend has developed and is the owner of certain application and data integration, data processing and management software products (“Talend Products”).  Talend has created various training courses and certification programs relating to the Talend Products.  Successful completion of one certification program or training course does not entitle a participant to use the Talend trademarks or provide services pertaining to any other Talend program.

1.  On-Demand Training

Upon payment of the applicable fees, Talend shall provide a web based learning environment delivered via a hosted environment that provides access to tutorials of certain training courses and associated training materials (“On-Demand Training Courses”).  On-Demand Training Courses are made available to you subject to the terms of this Agreement and the current program descriptions, all of which may be updated by Talend from time to time without notice to you.  Each On-Demand Training Course may only be accessed by a single individual.  Unauthorized individuals may not view On-Demand Training Course content at any time. Each individual who has purchased a class must view the class from the country listed in the order. Unauthorized recording, copying, transmission or other distribution of On-Demand Training Course content is strictly prohibited. You are responsible for meeting the minimum hardware and system requirements needed to access the online On-Demand Training Course(s).  Except as provided below, once You have placed an order for an On-Demand Training Course, Your payment obligation is non-cancelable and any fees paid are nonrefundable. 

2.  Certification

Upon completion of a Talend training course, You may purchase an online exam to demonstrate your knowledge of the Talend products and receive a certification from Talend (“Certification”). Your Certification is based on Your successful completion of the required exam and shall apply only to You as an individual. You acknowledge that TALEND has the right to change at any time the requirements for obtaining a certification. Once a Certification is granted, You may not transfer Your Certification to another person or organization. A Certification from Talend does not guarantee that You possess a minimum level of skill or knowledge regarding the subject matter.  You agree to not misrepresent Your Certification status or Your level of skill and knowledge related thereto.  Except as provided below, once You have placed an order for an online Certification, Your payment obligation is non-cancelable and any fees paid are nonrefundable.

3.  Consumer Rights

If You have placed your order outside of the US and You believe you are entitled to a refund under the Consumer Protection (Distance Selling) Regulations 2000 Directive, You must request a refund in writing, along with a description outlining your reason for requesting a refund, within seven (7) days from the date of your purchase. Thereafter, all refund requests will not be accepted by Talend.

4.  Fees; Taxes 

You will be charged using the current pricing in effect at the time of your confirmed order placement.  All fees must be paid in U.S. dollars and are due and payable to Talend at the time of Your purchase. You agree to pay any sales, or other similar taxes imposed by applicable law that Talend must pay based on the products and/or services you ordered, except for taxes based on Talend’s income.

5.  Ownership; Trademarks 

You agree and acknowledge that You are not obtaining any intellectual property right in or to any materials provided by Talend to You in connection with any On-Demand Training Course or Certification (“Materials”), other than the rights of use specifically granted in this Agreement.  Materials may not be copied electronically or otherwise whether or not for archival purposes, modified including translated, re-distributed, disclosed to third parties, lent, hired out, made available to the public, sold, offered for sale, shared, or transferred in any other way. The use of any Materials will be limited to use by the specific persons to whom the Materials are provided.  All Talend trademarks, trade names, logos and notices present on the Materials shall be preserved and not deliberately defaced, modified or obliterated except by normal wear and tear. You shall not use any Talend trademarks without Talend’s express written authorization.

6.  Warranty Disclaimer and Limitations

THE ON-DEMAND TRAINING COURSES AND MATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND TALEND MAKE NO WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE MATERIALS OR ON-DEMAND TRAINING COURSES FURNISHED OR PROVIDED TO YOU UNDER THIS AGREEMENT.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, TALEND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGMENT WITH RESPECT TO THE ON-DEMAND TRAINING COURSES AND MATERIALS PROVIDED BY TALEND HEREUNDER, AND WITH RESPECT TO THE USE OF THE FOREGOING.   TALEND DOES NOT WARRANT THAT THE ON-DEMAND TRAINING COURSES WILL BE PROVIDED UNINTERRUPTED OR ERROR-FREE.

7.  Limitation of Liability

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE. TALEND’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL FEES PAID UNDER YOUR ORDER.

8.  Indemnification 

You agree to indemnify and hold Talend, and its officers, employees, agents, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from or alleged to result from, your use of the On-Demand Training Courses, Certifications or Materials in a manner that violates, or is alleged to violate, the terms of this Agreement.  Talend shall provide notice to you promptly of any such claim, suit, or proceeding, and shall reasonably co-operate with you, at your expense, in your defense of any such claim.

9.  Termination for Breach 

Either party may, at its option, by written notice, terminate this Agreement: (a) upon ten (10) days prior written notice, if the other party is in breach of any material provision of this Agreement and such breach is not cured within ten (10) days after receipt of such written notice of breach, or (b) upon receipt of written notice of the breach, if the other party is in breach of any material provision of this Agreement and such breach is not capable of being cured within ten (10) days after receipt of such written notice.  The following Sections survive any termination of this Agreement: Fees & Taxes, Ownership & Trademarks, Limitation of Liability, Indemnity and General.  

10.  Force Majeure

Talend will not be liable for any delay or failure in performance or interruption of the delivery of the On-Demand Training Courses, Certifications or related online content resulting directly or indirectly from any cause or circumstances beyond our reasonable control, including but not limited to failure of equipment or communication lines, telephone or other interconnect problems, computer viruses (including logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data), unauthorized access, theft, operator errors, severe weather, earthquakes or natural disasters, strikes, or other labor problems, wars or governmental restrictions.

11.  GENERAL

The laws of the State of California, except for the law governing conflict of laws, govern this Agreement.  All suits hereunder will be brought solely in Federal Court for the Northern District of California, or if that court lacks subject matter jurisdiction, in any California State Court located in San Mateo County.  You agree to take all appropriate measures to comply with all applicable export control laws and regulations, and that no data, information, or materials resulting from training or certification services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws. You agree that this Agreement, the Talend program descriptions, together with the applicable order, is the complete agreement for the products and/or services ordered by You, under this Agreement.  This Agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such products and/or services.  If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective. It is expressly agreed that the terms of this Agreement shall supersede the terms in any purchase order or other ordering document provided by You and no terms included in any such purchase order or other ordering document shall apply to the products and/or services ordered under this Agreement. This Agreement does not create any rights for any person who is not a party to it, and no person who is not a party to this Agreement may enforce any of its terms or rely on any exclusion or limitation contained in it. This Agreement may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted by authorized representatives of You and of Talend. Any notice required under this Agreement shall be provided to the other party in writing.  All communications and notices to be made or given pursuant to this Agreement shall be in the English language.  Notices to Talend shall be sent to:  Talend Inc., 5150 El Camino Real, Suite C-31, Los Altos CA 94022.