Redshift General Terms and Conditions

These General Terms and Conditions apply to the use of the eCornell Programs as defined in a separate document, Order Form and/or Payment Form(s), together referred to as the “Agreement.” Order-specific terms detailed in the Order Form and/or Payment Form take precedence over any conflicting terms between the Order Form and/or Payment Form and the General Terms and Conditions.

 

  1. USE

    1. The Program is subject to usage limits. The Program may not be accessed by more users than the quantities specified in Order Form and/or Payment Forms.
    2. Customer is responsible for use of the Program by those to whom Customer provides access.
    3. Customer agrees not to:
      1. sell, sublicense, assign or otherwise transfer its rights to access and use the Program,
      2. copy, publish, sell, export, distribute or prepare derivative works of the Program
      3. use the Program to create any training materials or user documentation that is substantially similar to the Program, or
      4. permit any authorized user or other third party to do any of the foregoing.
    4. Educational transcript belongs to the individual student; therefore, an annual User License is non-transferrable.
    5. Each Redshift User License includes the following:
      1. Unlimited, online access to the Redshift Certificate Program courses
      2. Unlimited access to video-based expert feedback
      3. Ability to earn unlimited Redshift Program Certificates and Badges

  1. FEES AND PAYMENT

    1. Fees.  Customer agrees to pay all fees specified in Order Form and/or Payment Forms. Except as otherwise specified herein or in an Order Form and/or Payment Form, (i) fees are based on Program purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant license term.
    2. Invoicing and Payment.  Customer may be invoiced for the amount and number of User Licenses specified in an Order Form and/or Payment Form. Unless otherwise stated in the Order Form and/or Payment Form, all payments required under this Agreement shall be made within thirty (30) days of the invoice date. All fees are in US Dollars. Customer is responsible for providing complete and accurate billing and contact information to eCornell and notifying eCornell of any changes to such information. Unless terminated in accordance with this Agreement, eCornell will invoice Customer thirty (30) days prior to the end of the initial term or any renewal term(s) for the next renewal term.
    3. Credit Card Payment.  Customers who pay by credit card will provide eCornell with valid and updated credit card information. Customer authorizes eCornell to charge such credit card for all licenses listed in the applicable Order Form and/or Payment Form for the initial term and any renewal term(s).
    4. Disputed Invoices.  Customer will notify eCornell within ten (10) days after the invoice date if there is a dispute about the invoice. Customer shall pay the undisputed portion of the invoice in full when due.
    5. Late Fees and Suspension of Service.  Any unpaid, undisputed balance after the due date may be subject to an interest rate of 1.5% of the outstanding balance per month or at the highest rate allowed by law, whichever is less, from the date due until paid.  eCornell may also suspend the Customer’s access to the Program if Customer fails to make full payment of any undisputed outstanding balance within seven (7) days after written notice from eCornell.
    6. Taxes.  eCornell fees do not include any sales, use, withholding , personal property, duty, levy or similar governance charges of any nature, value added or good/services taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with the purchases on any Order Form and/or Payment Form. For clarity, eCornell is solely responsible for taxes assessable against eCornell based on its income, property and employees.

  1. TERM AND TERMINATION

    1. Term.  The term of these General Terms and Conditions shall commence on the Effective Date of the first Order Form and/or Payment Form and shall continue until all Order Form and/or Payment Form(s) have expired, unless otherwise terminated as set forth below.
    2. Renewal.  Unless either party has given the other party written notice of non-renewal of the Program at least thirty (30) days prior to the end of a respective Term or renewal Term, this Agreement will renew for an additional period of twelve (12) months. The Fee per License pricing during any automatic renewal term will be the same as then current pricing Customer is charged unless eCornell has given Customer written notice of a pricing increase at least sixty (60) days before the end of the current term.
    3. Termination.  Either party may terminate the Agreement prior to the expiration of the applicable term if the other party fails to comply with material provisions of this Agreement and such default has not been cured within thirty (30) days after delivery of written notice to the party in default.
    4. Refund or Payment upon Termination.  Upon termination by Customer for material breach by eCornell, Customer will be refunded for any prepaid fees covering the remainder of the term of all Order Form and/or Payment Forms after the date of termination. Upon termination by eCornell for material breach by Customer, all unpaid fees are immediately due and payable and any fees paid are non-refundable. In the event that Customer terminates the Agreement for any reason other than material breach, all unpaid fees are immediately due and payable and any fees paid are non-refundable.
    5. Add-Ons.  Customer may purchase additional Licenses during the Order Form and/or Payment Form term at the same pricing as the underlying license fee pricing, prorated for the portion of that Order Form and/or Payment Form term remaining at the time the Licenses are added.

  1. CONFIDENTIALITY

    1. Definition.  The term “Confidential Information” includes: (a) the terms of this Agreement and (b) all information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant hereto, whether tangible, intangible, written, oral, or in any other form, that, at the time of disclosure, is either marked “confidential” or “proprietary” or is of a nature such that the Receiving Party reasonably should know that the Disclosing Party would want such information kept confidential.
    2. Treatment and Disclosure of Confidential Information.  The Receiving Party shall maintain all Confidential Information in confidence using no less than the same degree of care that it uses to maintain its own confidential information, but not, in any event, less than a commercially reasonable degree of care. Such Confidential Information shall remain the property of the Disclosing Party and shall not be given or disclosed to any third party unless for the purpose of complying with any law without Disclosing Party’s prior written consent. Receiving Party shall only use the Confidential Information for the purposes of this Agreement and shall limit internal dissemination hereof.

  1. PRIVACY WARRANTY AND INDEMNIFICATION

    1.  eCornell represents and warrants that in connection with this Agreement and the services provided hereunder, it does and will comply with any and all applicable privacy laws and regulations and the Courses, Programs, and other materials and services provided by eCornell hereunder shall not infringe any patents, copyrights, or other intellectual property rights of third parties.
    2. eCornell agrees to indemnify, defend and hold Customer, its subsidiaries and affiliates, and their officers, owners, directors, employees and agents harmless from and against any and all suits, claims, liabilities, judgments, expenses (including reasonable attorneys’ fees and court costs), damages or losses (collectively “Claims”), arising from any breach of this Section by eCornell or third-party claim alleging such breach.

  1. GENERAL PROVISIONS

    1. Future Programs.  Customer agrees that their purchases are not contingent upon the release of future programs or dependent on any oral or written public comments made by eCornell regarding future programs. Future programs may require Customer to purchase new or additional licenses.
    2. Privacy and Network Use Policies.  eCornell is committed to protecting our students’ privacy.  A copy of our Privacy Policy and Network Use Policy that all students must acknowledge prior to starting a course is available upon request.
    3. Applicable Law; Venue.  This Agreement shall be governed by and construed under the laws of the State of New York, without reference to conflict of law principles thereunder.
    4. Assignment.  Customer may assign this Agreement in whole or in part to a subsidiary or affiliate, without the prior approval of eCornell.
    5. Information on Performance.  eCornell will report upon the status of the enrollment of each Employee, including whether and when each such Employee successfully completes each Course or Program in which he or she is enrolled, provided that Client shall have required as a condition of enrollment in the Courses and Programs that each such Employee expressly authorize eCornell to provide such information.
    6. Force Majeure.  A party shall not be liable for any failure of or delay in the performance of this Agreement (other than an obligation to pay money) for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event.
    7. Survival.  Sections 2, 4 and 5 will survive any termination or expiration of this Agreement.
    8. Notices.  All notices required hereunder shall be in writing and sent by regular and/or electronic mail to eCornell at eCornell, Attn: Contract Management, 950 Danby Road Ste. 150, Ithaca, NY 14850 or accounting@ecornell.com and clientservices@ecornell.com and to Customer at the addresses provided in the Order Form and/or Payment Form