These Training Service Terms and Conditions ("Terms") set forth the basis upon which Electric Sheep Fencing, LLC ("ESF") will provide training classes ("Training") using ESF authorized course materials ("Course Materials") at specified locations and times agreed with customer ("Customer").
1. Ordering. Customer shall provide ESF with enrollment and payment for Training via electronic transmission or as otherwise required in accordance with ESF's guidelines. All requests placed by Customer shall be governed by these Terms, and any terms set forth in Customer's ordering document in addition to or inconsistent with these Terms shall be of no force or effect. These Terms supersede all prior statements, representations, discussions, negotiations and agreements by the parties, both oral and written. All requests are subject to ESF's acceptance. Training shall commence on the dates specified by ESF in its acceptance.
2. Payment. Customer agrees to pay for Training according to ESF's published prices current as of the date of ESF's acceptance of Training request, unless otherwise agreed. All payments, whether by credit card or other form acceptable to ESF must be received at least seven (7) days prior to the commencement of Training. For reservations made within seven (7) days of Training, payment must be received prior to the commencement of Training. No refunds will be issued to the Customer if the Customer is unable to attend Training. ESF will put forth reasonable effort to schedule additional Training and will give Customers who have previously cancelled their attendance an opportunity to attend future Training.
3. Responsibility of Customer.
3.1. Prerequisite requirements. ESF reserves the right to refuse or limit any services for Training if a Customer fails to satisfy the requirements for a Training course as published or provided to Customer by ESF prior to the start of such course. In such cases no refund or cancellation fee will be paid.
3.2. Good conduct. ESF reserves the right to refuse, limit or cancel any Training if a Customer in the opinion of ESF has displayed unreasonable behavior or is deemed to be violent, abusive or disruptive. In such cases no refund or cancellation fee will be paid.
4. Ownership of Materials. Ownership of all copyright and other intellectual property rights in Course Materials, including any documentation, data, technical information and know-how provided to Customer as part of the Training remains vested in ESF. All such information shall be held in confidence by Customer and may not be disclosed or copied to any third party without the express written permission of ESF.
5. Warranty. ESF warrants that its personnel are suitably qualified and experienced to perform Training. Except as expressly represented otherwise, and to the extent not prohibited by law, all Training, including any documentation, publications, software programs or code, and other information provided by or on behalf of ESF or its suppliers to Customer is furnished on an "AS-IS" basis, without warranty of any kind, whether express, implied, statutory or otherwise especially as to quality, reliability, timeliness, usefulness, sufficiency and accuracy. ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF CONDITION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED BY ESF AND ITS SUPPLIERS. NO ORAL OR WRITTEN INFORMATION PROVIDED BY ESF SHALL CREATE A WARRANTY UNLESS INCORPORATED INTO THESE TERMS.
6. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, ESF AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER INDIRECT DAMAGES, SUCH AS LOST PROFITS, ARISING FROM THESE TERMS EVEN IF ESF HAS KNOWLEDGE OF THE LIKELIHOOD OF SUCH DAMAGES. IN THE EVENT THAT ESF SHALL FAIL TO PROVIDE TRAINING IN ACCORDANCE WITH THESE TERMS, ESF'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR BREACH OF THESE TERMS SHALL BE FOR ESF TO USE ITS REASONABLE EFFORTS TO REPERFORM THE TRAINING WITHIN A REASONABLE PERIOD OF TIME; PROVIDED, THAT IN THE EVENT ESF IS UNABLE TO REPERFORM, ESF MAY ELECT TO REFUND ALL PAYMENTS ACTUALLY RECEIVED BY ESF FROM CUSTOMER FOR THE TRAINING IN QUESTION, IN FULL SATISFACTION OF ESF’S OBLIGATIONS. SUCH REFUND SHALL CONSTITUTE ESF'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR SUCH BREACH. IN NO EVENT SHALL THE AGGREGATE LIABILITY FOR DAMAGES OF ESF, ITS EMPLOYEES OR AGENTS, ARISING FROM THESE TERMS WHETHER BY CONTRACT OR TORT EXCEED THE AMOUNTS CUSTOMER ACTUALLY PAID ESF. TO THE EXTENT NOT PROHIBITED BY LAW, THE LIMITATIONS IN THIS SECTION SHALL APPLY TO PERSONAL INJURY AND DEATH.
7. General. The laws of the State of Texas shall govern these Terms and shall be applied as if these Terms were entered into and performed entirely within Texas between Texas residents. The venue for settling any disputes shall be the courts for the jurisdiction of Travis County, Texas. Neither party shall be liable for any delay or failure to meet its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to war, riot, insurrection, civil commotion, labor strikes or lockouts, shortages, factory or other labor conditions, fire, flood, earthquake or storm. If any provision of these Terms should be held to be unenforceable or invalid for any reason, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining provisions, and the parties will substitute for such provision an enforceable and valid provision that most closely approximates the intent and economic effect of the unenforceable or invalid provision. No modification to these Terms will be binding unless it is in writing and signed by an authorized representative of each party. ESF may use subcontractors to perform Training. No assignment is permitted by Customer under these Terms and any attempt to assign shall be null and void.
Version 1.02 June 10, 2014