This Education Services Agreement (the “Agreement”) is entered into by and between Headspring, L.P., 4807 Spicewood Springs Road, Building 4, Suite 201, Austin, Texas 78759 (“Headspring”) and the party taking Headspring’s education and training classes as made available by Headspring (“Courses”).
This Agreement constitutes the sole and exclusive statement of the terms and conditions hereof and supersedes any prior discussions, writings, and negotiations with respect thereto. This Agreement shall not be amended unless in writing signed by both parties. No waiver of any provision of this Agreement by Headspring shall be effective unless made in writing. Any waiver made by Headspring of any term or condition of this Agreement shall not be deemed or construed to be a waiver of such term or condition for the future, or any subsequent breach thereof. This Agreement shall be interpreted and enforced in accordance with the laws of the state of Texas without regard to the conflict of laws provisions of any state or jurisdiction.
1. Course Registration. Client agrees that registration and attendance to Courses shall be pursuant to the terms and conditions set forth herein. Registration for Courses shall be in accordance with the policies and fees in effect at the time of registration. Unless otherwise mutually agreed by the parties, the Courses shall be conducted at Headspring’s location in Austin, Texas or online. Client shall be responsible for providing all required computers and facilities as specified by Headspring for Courses held at other than Headspring’s location or online, and Client shall pay all travel-related and other expenses incurred by Headspring in providing such Courses.
2. Conduct. Client shall be responsible for the behavior of its employees and representatives during classes. The attendees of a class shall exhibit professional behavior and Headspring shall have the right to expel any attendee whose behavior is deemed disruptive to the class proceedings. In the event that an attendee is verbally asked to leave the Course, Headspring shall have no obligation to refund the Course fees.
3. Payment. All fees are nonrefundable and shall be paid in advance. Enrollments are non-cancelable.
4. License Grant. During the Courses, each student may be given access to Headspring’s proprietary software and related documentation (“Software”) and Course materials provided by Headspring (“Course Materials”), all of which are subject to the license granted hereunder and the applicable confidentiality provisions of this Agreement. Headspring hereby grants Client a nonexclusive and nontransferable limited right and license to use the Software and Course Materials as necessary in connection with the Courses provided under this Agreement.
Upon completion of each Course, Client shall leave the Software with Headspring but may retain the Course Materials for use solely by the Course attendee. Any other use of the Course Materials is prohibited and Client shall not copy, reproduce, sell, license or otherwise distribute or make the Course Materials available to any other person, firm, or corporation or to provide any training to any third party including other employees of Client. Client may not be use the Course Materials to provide training to individuals who have not attended the applicable Headspring Course. Unless specifically authorized by Headspring in writing, Client shall not have the right to train its employees using Headspring Course Materials.
5. Confidentiality. Client agrees that it shall notify each of its attending employees of the applicable terms and conditions of this Agreement, including, but not limited to, Client’s confidentiality and nondisclosure obligations. The Software and Course Materials furnished by Headspring and the oral and visual information relating thereto and provided in the Courses (collectively the “Proprietary Information”) contain valuable and confidential information which is proprietary to Headspring and which constitutes trade secrets and unpublished copyrighted material of Headspring. All right, title, and interest in and to the Software and the Course Materials shall remain vested in Headspring and its third party licensors at all times. Nothing in this Agreement shall be deemed to convey any ownership rights in the Software or the Course Materials to Client.
Client shall not sell, lease, license, assign, transfer, or disclose the Proprietary Information to any third party and shall not copy, reproduce or distribute the Proprietary Information except as expressly permitted in this Agreement. Client shall take every reasonable precaution to prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of the Proprietary Information.
Client shall not reverse engineer the Software, or disassemble, decompile, or otherwise apply any procedure or process to the Software in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listings for the Software or any algorithm, process, procedure or trade secret information contained in the Software.
Client acknowledges that Headspring shall have the right to take all reasonable steps to protect its Proprietary Information, including, but not limited to injunctive relief and any other remedies as may be available at law or in equity in the event Client does not fulfill its obligations under this Section. The terms of this Section 5 shall survive termination or expiration of this Agreement
6. Services Agreement. Regardless of the manner in which the Courses are provided, this is an agreement for services only. THE COURSES AND THE SOFTWARE AND COURSE MATERIALS ARE PROVIDED IN THEIR “AS IS” CONDITION AND WITHOUT WARRANTY. HEADSPRING MAKES NO WARRANTIES, EXPRESS, OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO THE COURSES, SOFTWARE AND RELATED MATERIALS AND DOES NOT REPRESENT THAT CLIENT’S PERSONNEL WILL ACHIEVE ANY PARTICULAR PROFICIENCY LEVEL REGARDING USE OF THE SOFTWARE.
7. Limitation of Liability. HEADSPRING’S LIABILITY UNDER ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE CHARGES PAID BY CLIENT HEREUNDER FOR THE COURSES WHICH GAVE RISE TO SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. HEADSPRING SHALL NOT BE LIABLE FOR LOST PROFITS OR FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF HEADSPRING IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
8. Independent Contractor. Headspring is an independent contractor and nothing in this Agreement shall be deemed to make Headspring an agent, employee, partner or joint venturer of Client. Headspring shall have no authority to bind, commit, or otherwise obligate Client in any manner whatsoever.
9. Nonsolicitation. During the period this Agreement is in effect and for a period of one (1) year thereafter, Client agrees not to solicit or to offer employment to any current or former employees or subcontractors of Headspring without the prior written consent of Headspring.
10. Assignment. Client may not assign or transfer its rights under this Agreement whether by operation of law, change of control, or in any other manner, without the prior written consent of Headspring.
11. Severability and Reformation. If any portion of this Agreement is determined to be or becomes unenforceable or illegal, such portion shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.
12. Termination. This Agreement may be terminated by either party (i) without cause on thirty (30) days prior written notice; or (ii) in the event the other has failed to perform any obligation required to be performed under this Agreement and such failure is not corrected within thirty (30) days from receipt of written notice advising of such failure from the other party.
Please note that spaces are limited. When a registrant contracts for a space in the class, the space(s) are removed from inventory and considered “sold.”
All cancellations are to be received in writing by 5:00 PM CST 10 business days prior to the first day of the scheduled event. If written notice is received 10 business days prior to meeting date, no penalties will apply, and the registrant will receive a 100% refund. If written notice is received 5 business days prior to meeting date, partial penalties will apply, and Registrant will receive a 50% refund. If written notice is received less than 5 business days prior to meeting date, all penalties will apply and no refund will be issued.