Education And Training Services Terms Of Use

  1. Background. Pivotal educational and training services websites (the “Training Websites”) are operated by (i) Pivotal Software, Inc., if you are located in the United States; (ii) the local Pivotal sales subsidiary, if you are located in a country outside the United States in which Pivotal has a local sales subsidiary; and (iii) Pivotal Software International, if you are located in a country outside the United States in which Pivotal does not have a local sales subsidiary, in each case, “Pivotal”. By accessing files, browsing, or using the Training Websites, you agree to be bound by these terms of use between you and Pivotal (the “Education and Training Agreement”) as well as the Pivotal Terms of Use posted at https://pivotal.io/terms-of-use , as may be updated by Pivotal from time to time (the “Terms of Use”), which are incorporated in this Education and Training Agreement by reference. Unless otherwise indicated, capitalized terms have the meaning stated in the Terms of Use. If you do not agree to the Education and Training Agreement, you may not use or access the Training Websites.

    If you accept the Education and Training Agreement on behalf of an organization, and not solely as an individual, you represent and warrant that you have the legal authority to bind that organization, and you hereby enter into the Education and Training Agreement on behalf of that organization. “You” or “your” or “attendee” means the individual or entity accepting this Education and Training Agreement and the individual accepting this Education and Training Agreement on behalf of the entity. The Education and Training Agreement is subject to change by Pivotal from time to time and is dated and archived when updated to a newer version.

    The Education and Training Agreement governs (a) any education and training services (instructor-led public training services or instructor-led private training services) as described in a Statement Of Work (“SOW”) or Training or Service Brief, that Pivotal provides or offers to you (collectively, “Training Services”); (b) your access to and use of the Training Websites and all Pivotal intellectual property and proprietary materials accessible through the Training Websites or otherwise in connection with the Training Services, including any training materials made available to you that Pivotal uses to provide the Training Services and any updates, improvements, or modifications to such training materials furnished to you by Pivotal in connection with the Training Services, whether requested by you or initiated by Pivotal (collectively, “Course Materials”); and (c) any Certification Exams that you purchase through the Training Websites.

  2. Training Services. All access to, and use of, any Training Services are subject to the Education and Training Agreement, the Terms of Use, and any applicable purchase order or other ordering document (collectively “Purchase Order”). Pivotal may perform the Training Services with the assistance of its affiliates, licensors, subcontractors, and service providers. You will comply with all laws, rules, and regulations applicable to your use of the Training Services. You may not record the Training Services in any medium nor may you reproduce, copy, or distribute any Course Materials. The Training Services and Course Materials are provided solely for your internal business purposes. Pivotal will determine the personnel assigned to perform the Training Services. You may request in writing, with specific legal reasons stated, the replacement of Pivotal personnel or contractors.
    1. Instructor-Led Public Training.
      1. Delivery. These Training Services and Course Materials may be delivered in-person or online and may be purchased online or pursuant to a Purchase Order.
      2. Cancellation Policy.
        1. By Pivotal. Pivotal reserves the right to cancel or reschedule any instructor-led public Training Services. If cancellation or rescheduling is necessary, Pivotal will make commercially reasonable efforts to notify you at least ten business days in advance. Cancellation or rescheduling with less than ten business days of advance notice is sometimes required. Pivotal will not, in any way, be held responsible for any costs, including loss of airfare or other transportation costs, hotel expenses, or other damages that you may incur in the event that Pivotal cancels or reschedules Training Services. Pivotal will refund the tuition fees set out in the applicable invoice or Purchase Order only.
        2. By You. Instructor-led public Training Services fees are 100% refundable if Pivotal receives written notice of cancellation at least ten business days prior to the start date of the Training Services. Registration changes or cancellation requests must be submitted in writing to education@pivotal.io. Training Services fees are non-refundable if you cancel or otherwise change the Training Services less than ten business days prior to the start date of the Training Services. In the event the purchased Instructor-led public Training Services are no longer available, you will have the option to choose from a list of available onsite courses of a similar offering, but you will not be entitled to a refund of any Training Services fees.
        3. Expiration. The instructor-led public Training Services entitlement expires within twelve months from date of purchase for purchases online or twelve months from date of invoice for purchases pursuant to a Purchase Order. You are not entitled to a refund upon expiration of the Training Services entitlement.
    2. Instructor-Led Private Training.
      1. Delivery. These Training Services and Course Materials may be delivered in-person or online and may be purchased pursuant to a Purchase Order.
      2. Cancellation Policy.
        1. By Pivotal. Pivotal reserves the right to cancel or reschedule any instructor-led private Training Services. If cancellation or rescheduling is necessary, Pivotal will make commercially reasonable efforts to notify you at least ten business days in advance. Cancellation or rescheduling with less than ten business days of advance notice is sometimes required. Pivotal will not, in any way, be held responsible for any costs, including loss of airfare or other transportation costs, hotel expenses, or other damages that you may incur in the event that Pivotal cancels or reschedules Training Services. Pivotal will refund the tuition fees set out in the applicable invoice or Purchase Order only.
        2. By You. Instructor-led private Training Services fees are 100% refundable if Pivotal receives written notice of cancellation at least ten business days prior to the start date of the Training Services. Instructor-led private Training Services fees are 50% refundable if Pivotal receives written notice of cancellation between one and nine business days prior to the start date of the Training Services. A refund will not be issued if Pivotal receives notice of cancellation on the Training Services start date. Cancellation requests must be submitted in writing to education@pivotal.io. Instructor-led private Training Services attendees may transfer their enrollment upon written consent by Pivotal after contacting education@pivotal.io.
    3. The Education and Training Agreement in effect as of the Purchase Order Effective Date as defined in the applicable Purchase Order shall apply for the performance of those Training Services. For the avoidance of doubt, the Education and Training Agreement may be updated by Pivotal from time to time, but revisions to the Education and Training Agreement shall not apply retroactively to previously executed Purchase Orders. In the event of conflict or inconsistency among the Education and Training Agreement and a Purchase Order the terms and conditions of the Education and Training Agreement shall govern unless the parties specifically reference the provisions of the Education and Training Agreement that are inconsistent, in which case the Purchase Order shall control for that purchase only.
    4. Business Hours. Training Services shall be performed by Pivotal from 9:00 A.M. until 5:00 P.M. in the local time zone where the Training Services are being performed by Pivotal, Monday through Friday excluding local statutory holidays and any additional holidays that Pivotal grants to its employees, a list of which can be provided by Pivotal to you prior to the commencement of the Training Services.
    5. Payment Terms. If the Training Services are purchased pursuant to a Purchase Order, Pivotal shall submit invoices for fees and reimbursable costs and expenses as described in the applicable Purchase Order plus all related taxes. You shall pay the full value of the invoices, the transaction taxes, and any withholding taxes which may be owed. You and Pivotal will cooperate to provide all relevant documentation to reduce the amount of taxes owed whenever possible. Subject to credit approval by Pivotal, you shall pay Pivotal’s invoices for fees and reimbursable costs and expenses in full within 30 days after the date of Pivotal’s invoice, with interest accruing after such time at the lesser of 1.5% per month or the highest lawful rate. If all or a portion of any invoice is determined to be incorrect, you will notify Pivotal within ten business days after the date you receive any such invoice, and you and Pivotal will work in good faith to resolve any disputes thereafter. Pivotal is not obligated to perform the Training Services unless you are current in payment of all fees and charges due. Except as otherwise set forth in the Education and Training Agreement, payment obligations by you to Pivotal shall survive expiration or termination of the Purchase Order.
    6. Access to the Training Websites and Training Services. You may access and use the Training Websites and Training Services for solely your own benefit or the sole benefit of your organization. To access the Training Websites and Training Services, you must register and set up an authorized account with any passwords, authentication keys, and security credentials that enable your access to the Training Websites and Training Services (“Login Credentials”). You shall keep your Login Credentials confidential. If you set up an authorized account for an organization, you will require that all users whom you authorize to use that account, which may include third parties who provide services to you, must keep their Login Credentials confidential and must not share their Login Credentials with any unauthorized person. You will keep your registration information accurate, complete, and current as long as you continue to use the Training Websites or Training Services. You are responsible for any use that occurs under your Login Credentials. If you believe an unauthorized user has gained access to your Login Credentials, you shall notify Pivotal immediately. Neither Pivotal or its affiliates are responsible for any unauthorized access to or use of your account.
    7. Term and Termination.
      1. Term. The term of the Education and Training Agreement is the period of time set forth in the applicable Purchase Order unless terminated earlier as permitted under the Education and Training Agreement (“Term”).
      2. Termination.
        1. Termination for Cause. Pivotal may terminate the Education and Training Agreement effective immediately if Pivotal determines, in its sole discretion, that you have breached any of the provisions of the Education and Training Agreement that: (a) is not capable of being cured; or (b) is capable of being cured and you do not cure the breach within 30 days after receiving written notice of breach. Additionally, Pivotal may terminate the Education and Training Agreement effective immediately if any payment is 30 days past due.
        2. Termination for Convenience. You may terminate the Education and Training Agreement at any time by cancelling your authorized account. If you have paid Pivotal any pre-paid fees and are entitled to a refund as set forth in the applicable payment terms and policies set forth in the Education and Training Agreement, Pivotal will refund you on a pro-rata basis any unused fees.
      3. Effect of Termination. Upon the termination of the Education and Training Agreement for any reason: (a) all rights granted to you under this Education and Training Agreement will immediately terminate; and (b) you must promptly discontinue all access or use of the Training Websites and Training Services and delete or destroy any Course Materials and Pivotal Confidential Information. Except as expressly provided in Section 2.7.2.2. (Termination for Convenience), termination of the Education and Training Agreement will not entitle you to any refunds, credits, or exchanges, and you will be liable for any monthly billing fees for the remainder of the Term after termination, as well as all usage and other fees incurred up to the termination date.
  3. Certification Exams.
    1. Purchase. Certification Exams may be purchased online by credit card.
    2. Exam Vouchers. Exam vouchers are designated to the named participant and are non-transferrable. Candidate substitutions are not allowed.
    3. Delivery. Certification Exams are remotely proctored and delivered online. Candidates are responsible for ensuring they meet the minimum system and test environment requirements outlined at the time of registration. Failure to meet the minimum system and test environment requirements will result in forfeiting the exam attempt.
    4. Cancellation Policy. Certification Exam fees are non-refundable. Certification Exams may be rescheduled with the exam provider up to 24 hours prior to the scheduled exam session.
    5. Expiration Policy. Certification Exams must be taken within 90 calendar days of the date of purchase or the voucher issuance. Certification Exam purchases and voucher expiration dates may not be extended. Failure to attend an exam or arrive by the designated start time will result in forfeiting the exam session and fees.
  4. Course Materials.
    1. License Grant. Subject to the terms and conditions of this Education and Training Agreement, Pivotal hereby grants to you, under all of Pivotal’s intellectual property rights in and to the Course Materials, a non-exclusive, revocable, non-transferable license in the country where you are invoiced, without right to sublicense, right to access the applicable Training Websites and use the applicable Course Materials solely for your internal business purposes for the Term. You may not use the Training Websites or the Course Materials in any products or services offered for sale or license by you.
    2. Ownership. The Course Materials are licensed, not sold, and you receive no title to or ownership of any copy of the Course Materials. Pivotal shall retain all right, title, and interest, including all intellectual property rights, in and to the Course Materials.
    3. Proprietary Notices. You acknowledge that any symbols, trademarks, tradenames, copyrights, and service marks adopted by Pivotal to identify the Course Materials belong to Pivotal and that you shall have no rights therein. You shall not remove, efface, or obscure any copyright or trademark notices from the Course Materials.
    4. No Other Rights Granted. Apart from the license rights expressly set forth in this Education and Training Agreement, Pivotal does not grant and you do not receive any ownership right, title, or interest nor any security interest or other interest in any intellectual property rights relating to the Course Materials, nor in any copy of any part of the foregoing. Except as expressly authorized in this Education and Training Agreement, you shall not use, license, sell, or otherwise distribute the Course Materials. For the avoidance of doubt, Pivotal does not grant and you do not receive any right to copy, modify, or prepare derivative works of the Training Websites or Course Materials.
    5. No Support. Except for any applicable Training Services, nothing in this Education and Training Agreement shall obligate Pivotal to provide any support of any kind for the Training Websites or Course Materials.
    6. Course Materials Subscription. If you have purchased a subscription to Course Materials, the parties may renew the subscription to the Course Materials for a period of one additional year at the same annual rate stated in the Purchase Order upon the mutual written consent and no less than 60 days before the end of the Licensed Materials Subscription Term. Upon the expiration or termination of the subscription to the Course Materials, you shall no longer have access to the applicable Training Websites or the Course Materials and must promptly return or destroy any copies of the Course Materials. A subscription to the Course Materials is subject to a non-cancelable and non-refundable fee.
  5. Confidential Information.
    1. Definition. “Confidential Information” means information, software, Course Materials, and any other materials provided by Pivotal to you, including any software, information, and materials of third parties, which are in tangible form and marked or designated as “confidential,” “proprietary,” or with a similar term or designation, or that would reasonably be regarded as being confidential by its nature. The following information shall be considered Pivotal Confidential Information whether or not marked or identified as such: Course Materials, login credentials, software, technical information, and documentation relating to the Training Websites and Training Services that is not otherwise made generally available to the public by Pivotal.
    2. Protection. Pivotal may use your Confidential Information: (i) to exercise its rights and perform its obligations under this Education and Training Agreement and an applicable Training or Service Brief; or (ii) in connection with the parties’ ongoing business relationship. The receiving party will not use any Confidential Information of the disclosing party for any purpose not expressly permitted by this Education and Training Agreement, and will disclose the Confidential information of the disclosing party only to the receiving party’s employees or contractors who have a need to know that Confidential Information for purposes of an applicable Training or Service Brief and who are under a duty of confidentiality no less restrictive than the receiving party’s duty under this Education and Training Agreement. The receiving party will protect the disclosing party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the receiving party protects its own confidential or proprietary information of a similar nature but with no less than reasonable care.
    3. Exceptions. The receiving party’s obligations under Section 5.2 (Protection) with respect to any of the disclosing party’s Confidential Information will terminate if the receiving party can show through written records that such Confidential Information was: (a) rightfully in the receiving party’s possession without prior obligation of confidentiality from the disclosing party; (b) a matter of public knowledge (or becomes a matter of public knowledge other than through a breach of confidentiality by the other party); (c) rightfully furnished to the receiving party by a third party without a confidentiality restriction; or (d) independently developed by the receiving party without reference to the disclosing party's Confidential Information. In addition, the receiving party will be allowed to disclose the disclosing party’s Confidential information to the extent that the disclosure is required by law or by order of a court or similar judicial or administrative body, provided that the receiving party notifies (to the extent permitted by law) the disclosing party of that required disclosure promptly and in writing and cooperates with the disclosing party, at the disclosing party’s request and expense, in any lawful action to contest or limit the scope of that required disclosure.
  6. Limited Warranty
    1. Training Services Warranty. Pivotal shall perform the Training Services in a workmanlike manner in accordance with generally accepted industry standards.
    2. Warranty Exclusions. EXCEPT AS SET FORTH IN SECTIONS 6.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PIVOTAL PROVIDES THE TRAINING WEBSITES, TRAINING SERVICES, AND COURSE MATERIALS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR COMMUNICATION WITH YOU, AND PIVOTAL SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE REGARDING OR RELATING TO THE TRAINING WEBSITES, TRAINING SERVICES, COURSE MATERIALS, OR ANY MATERIALS FURNISHED OR PROVIDED TO YOU UNDER THIS EDUCATION AND TRAINING AGREEMENT. PIVOTAL DOES NOT WARRANT THAT THE TRAINING WEBSITES, TRAINING SERVICES, AND COURSE MATERIALS WILL OPERATE OR BE ACCESSIBLE UNINTERRUPTED, OR THAT THE TRAINING WEBSITES, TRAINING SERVICES, AND COURSE MATERIALS WILL BE FREE FROM DEFECTS OR THAT THE TRAINING WEBSITES, TRAINING SERVICES, AND COURSE MATERIALS WILL MEET (OR ARE DESIGNED TO MEET) YOUR BUSINESS REQUIREMENTS.
  7. LIMITATION OF LIABILITY. PIVOTAL’S TOTAL LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER, ARISING OUT OF THE TRAINING WEBSITES, TRAINING SERVICES, COURSE MATERIALS, OR PURCHASE ORDER PROVIDED HEREUNDER, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY PIVOTAL’S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED THE PRICE PAID TO PIVOTAL FOR THE TRAINING SERVICES AND COURSE MATERIALS RENDERED HEREUNDER. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER PIVOTAL OR YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. EXCEPT WITH RESPECT TO CLAIMS REGARDING A VIOLATION OF PIVOTAL’S INTELLECTUAL PROPERTY RIGHTS, TO THE MAXIMUM EXTENT MANDATED BY LAW, IN NO EVENT SHALL PIVOTAL OR YOU BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE.
  8. GENERAL. This Education and Training Agreement is governed and interpreted by: (a) California law if you are located in the United States; or (b) the applicable local law if you are located in a country outside the United States in which Pivotal has a local sales subsidiary; or (c) the laws of Ireland, if you are located in a country outside the United States in which Pivotal does not have a local sales subsidiary. Any lawsuit arising directly or indirectly out of this Education and Training Agreement shall be litigated in: (a) the Superior Court of San Francisco, California or, if original jurisdiction can be established, in the United States District Court for the Northern District of California, if you are located in the United States; or (b) by the applicable local courts if you are located in a country outside the United States in which Pivotal has a local sales subsidiary; or (c) the courts of Dublin, if you are located in a country outside the United States in which Pivotal does not have a local sales subsidiary. The U.N. Convention on Contracts for the International Sale of Goods does not apply. Both parties shall comply with all applicable laws and regulations and diversion contrary to such laws is expressly prohibited. This Education and Training Agreement confers no rights or remedies on any third party, other than the parties to the Education and Training Agreement and their respective successors and permitted assigns. Pivotal reserves all rights not expressly granted to Customer in this Education and Training Agreement. The parties are independent contractors. This Education and Training Agreement and its attachments contain the entire understanding between the parties and may be amended only by a written document signed by both parties. You shall not assign or transfer any rights under this Education and Training Agreement or delegate any of its duties under this Education and Training Agreement without Pivotal’s prior written consent, and any such action in violation of this provision, is null and void, of no force, and a breach of this Education and Training Agreement. Pivotal may assign or transfer this Education and Training Agreement to any successors-in-interest to all or substantially all of the business or assets of Pivotal whether by merger, reorganization, asset sale or otherwise, or to any Affiliates of Pivotal, and this Education and Training Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns. Pivotal may use Pivotal Affiliates or other sufficiently qualified subcontractors to provide Training Services, provided that Pivotal remains responsible for their performance. If any part of this Education and Training Agreement, an Order, a SOW, or a Quote is held unenforceable, the validity of the remaining provisions shall not be affected. In the event of conflict or inconsistency among this Education and Training Agreement and the Order or SOW, the following order of precedence shall apply: (a) this Education and Training Agreement and (b) the Order or SOW (unless the parties specifically reference the provisions of this Agreement that are inconsistent, in which case the Order or SOW shall control for that purchase or engagement only). All terms of any purchase order or similar document provided by you, except those confirming the business terms set forth in the applicable Order or SOW, shall be null and void and of no legal force or effect, even if Pivotal does not expressly reject such terms when accepting a purchase order or similar document provided by you.

These Terms were last updated on August 27, 2018.