Tarny | Network Consulting & Training, Inc.

Terms and conditions for all training customers

1. These terms and conditions ("Terms") set forth the basis upon which Tarny Network Consulting & Training, Inc. ("Tarny") through its training division provides training classes ("Training") using Tarny course materials ("Tarny Course Materials") at its training location located in Fairfield, OH.

2. Enrollment and Ordering. Customers of Tarny ("Customers" or "Attendees," as the case may be) shall provide Tarny with requisitions or requests for Training via facsimile or electronic transmission. Requests shall include, at a minimum, the name of the Customer and all individual Attendees, the scheduled date for training, a daytime telephone number, an email address (if available), and the name of the requested training course. All requests placed by Customer shall be governed by these Terms. No customer terms set forth in Customer's request that are inconsistent with these Terms shall be effective. These Terms supersede all prior statements, representations, discussions, negotiations and agreements by the parties, both oral and written. All requests are subject to Tarny's acceptance. Training shall commence on the dates specified by Tarny in its acceptance.

3. Payment. Unless stated otherwise, Customer agrees to pay for Training in accordance with Tarny's fees as posted on http://www.tarnyinc.com as of the date of Tarny's acceptance of the Training request. All fees must be paid at the time of registration and no less than ten (10) business days prior to the commencement of Training, unless otherwise agreed. At Tarny's discretion, Customer may qualify for Tarny's credit terms, in which case all fees will be due 15 days from date of Tarny's invoice. Any overdue amounts shall be subject to a finance charge at the rate of 1.5% per month commencing on the date such amount becomes past due, or the highest rate permitted by applicable law, whichever is lower. All applicable local sales or use taxes, duties and other imposts, if any, due on account of purchases hereunder shall be paid by Customer. Tarny reserves the right to change prices for Tarny Network Consulting and Training, Inc. courses at http://www.tarnyinc.com at any time. Should Tarny reduce its price on any delivered training course before or within fourteen (14) calendar days of attendance in that course, Customer may contact a Tarny Network Consulting and Training, Inc. representative at (513) 314-3715, to request a refund or credit of the difference between the price charged and the current selling price. This refund policy is subject to change or termination by Tarny at any time without notice.

4. Responsibility of Customer.

a. Prerequisite requirements. Tarny reserves the right to refuse or limit any services for Training if a Customer or Attendee fails to satisfy the requirements for a Training course as may be published or provided to Customer by Tarny prior to the start of such course. In such cases no refund or cancellation fee will be paid.

b. Good conduct. Tarny reserves the right to refuse, limit or cancel any Training if a Customer and/or Attendee, in the opinion of Tarny, has displayed unreasonable behavior or is deemed to be violent, abusive or disruptive. In such cases no refund or cancellation fee will be paid.

c. Premises care and condition. Customer and Attendees agree that all facilities and equipment licensed for use during the Training shall at the end of the Training be in the same condition as initially provided, wear and tear excepted.

5. Ownership of Materials. Ownership of all copyright and other intellectual property rights in the course material, including any documentation, data, technical information and know-how provided as part of the Training remains vested in Tarny, unless otherwise provided on the materials. All such information shall be held in confidence and may not be disclosed or copied to third parties, without the express written permission of Tarny. Upon payment of all sums due, Tarny grants Customer a non-exclusive, non-transferable license to use internally a single copy of the course material for the sole benefit of each Attendee registered for Training.

6. Warranty. Tarny 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 Tarny to Customer or Attendee are 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 TARNY. NO ORAL OR WRITTEN INFORMATION PROVIDED BY TARNY SHALL CREATE A WARRANTY UNLESS INCORPORATED INTO THESE TERMS.

7. LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, TARNY WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER INDIRECT DAMAGES, SUCH AS LOST PROFITS, ARISING FROM THESE TERMS EVEN IF TARNY HAS KNOWLEDGE OF THE LIKELIHOOD OF SUCH DAMAGES. IN THE EVENT THAT TARNY SHALL FAIL TO PROVIDE TRAINING IN ACCORDANCE WITH THESE TERMS, TARNY'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR BREACH OF THESE TERMS SHALL BE FOR TARNY TO USE ITS REASONABLE EFFORTS TO REPEAT THE TRAINING WITHIN A REASONABLE PERIOD OF TIME; PROVIDED, THAT IN THE EVENT TARNY IS UNABLE TO SO REPEAT, TARNY MAY ELECT TO REFUND ALL PAYMENTS ACTUALLY RECEIVED BY TARNY FROM CUSTOMER FOR THE TRAINING IN QUESTION, IN FULL SATISFACTION OF TARNY'S OBLIGATIONS. SUCH REFUND SHALL CONSTITUTE TARNY'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR SUCH BREACH. IN NO EVENT SHALL THE AGGREGATE LIABILITY FOR DAMAGES OF TARNY, ITS EMPLOYEES OR AGENTS, ARISING FROM THESE TERMS WHETHER BY CONTRACT OR TORT EXCEED THE AMOUNTS CUSTOMER ACTUALLY PAID TARNY. TO THE EXTENT NOT PROHIBITED BY LAW, THE LIMITATIONS IN THIS SECTION SHALL APPLY TO PERSONAL INJURY AND DEATH.

8. Indemnification. Customer agrees to indemnify and hold Tarny harmless against any and all claims resulting from the fault or negligence of Customer or its Attendees in connection with these Terms.

9. Cancellation. The following cancellation policy shall apply to Training:

9.1. If written notice is received at least (i) 14 days in advance of the class, the Customer is entitled to a full refund, (ii) 7 days in advance of the class, the Customer is entitled to a full class credit which must be used within 6 months of the date of the original class to another class offered by the Training Center. Customer is not entitled to a refund or class credit if less than 7 days advance written notice is given. Failure to provide written notice at least 14 days in advance of the class obligates the Customer to pay the full price of the class.

9.2. All cancellation notices must be mailed, emailed or faxed to Tarny Network Consulting and Training, Inc., Fairfield, OH, and a phone call placed to a Tarny Network Consulting and Training, Inc. representative at (513) 314-3715. Tarny is not responsible for any error in the delivery of notices.

9.3. Tarny Network Consulting and Training, Inc. reserves the right to amend or cancel the date, time and location of a Training class at any time, including replacing personnel who may be scheduled to deliver the Training. In the event a Training class is cancelled, the Customer is entitled to a full refund. Tarny or the Training Center shall not be responsible for any other loss incurred by the Customer as a result of a cancellation or amendment.

10. General. The laws of the State of Ohio shall govern these Terms and shall be applied as if these Terms were entered into and performed entirely within Ohio between Ohio residents. The venue for settling any disputes shall be the courts for the jurisdiction of Butler County, Ohio. 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. Tarny may use subcontractors to perform Training.

No assignment is permitted by Customer under these Terms and any attempt to assign shall be voidable by Tarny.

ADDITIONAL TERMS AND CONDITIONS FOR TRAINING AT THE CUSTOMER'S SITE

1. Additional Terms. In addition to the Terms above, the following additional terms and conditions apply to Training performed by Tarny at Customer's location ("Onsite Training").

2. Ordering. Requests for Onsite Training shall include at a minimum the location and date of the proposed training course, details of Customer's facility and equipment to be used, and maximum number of Attendees.

3. Payment. All fees must be paid at least thirty (30) days prior to commencement of Onsite Training, unless otherwise agreed.

4. Responsibility of Customer.

a. Attendees. Customer warrants that all Attendees of Onsite Training are closely associated with Customer by being in a dependent or subordinate relationship, not formed for the sole purpose of attendance at the Training course.

b. Maximum Size. All Onsite Training is subject to a maximum number of Attendees per course as confirmed by Tarny in its acceptance

c. Onsite Facilities, Equipment and Software. For Onsite Training, Customer shall provide all facilities, equipment and software in accordance with Tarny's requirements to perform the Training. Customer shall be notified of Tarny's requirements. At a minimum, the facilities shall be clean, safe and free of excessive noise, the equipment shall comprise one computer system per Attendee, as well as a separate system and printer for the instructor, and the software shall be licensed for use to all attending the Training for its duration. Tarny shall perform Onsite Training only within a test system environment, and not within a production system environment. Customer shall have at a minimum general liability insurance coverage for all damage and injury that may be caused during Training in amounts of not less than $1,000,000 per incident and Tarny shall be a named as an additional insured under the policy.

5. Cancellation. The following cancellation policy shall apply to Onsite Training:

a. If written notice is received at least (i) 30 days in advance of the class, the Customer is entitled to a full refund, or full class credit which must be used within 3 months of the date of the original class for another Training offered by Tarny. Failure to provide written notice at least 30 days in advance of the class obligates the Customer to pay the full price of the class.

b. Cancellation notices must be emailed to Tarny Network Consulting and Training, Inc., Fairfield, OH, and a phone call placed to a Tarny Network Consulting and Training, Inc. representative at (513) 314-3715. Tarny is not responsible for any error in the delivery of notices.

c. Tarny reserves the right to amend or cancel the date, time and location of a Training class at any time, including replacing personnel who may be scheduled to deliver the Training. In the event a Training class is cancelled, the Customer is entitled to a full refund. Tarny shall not be responsible for any other loss incurred by Customer as a result of a cancellation or amendment.