TRAINING TERMS AND CONDITIONS

These Training Course Terms and Conditions ("Terms") apply to enrollment in any training courses listed in the Hitachi Vantara Academy on-line or printed catalog, including TU Classes, TC Classes, and Self-Paced Online Classes, as defined below (collectively, "Training Courses"). "HITACHI" means Hitachi Vantara Corporation and its Affiliates. "Customer" means the authorized purchasing individual or entity and its Affiliates. HITACHI and Customer are referred to in these Terms individually as a "Party" and together as the "Parties". "Affiliate" means entity in which the owning entity has an ownership interest of greater than 50%.

PLEASE READ THESE TERMS CAREFULLY. ANY ORDER FOR TRAINING COURSES OR ANY ACT BY CUSTOMER ACCEPTING THE BENEFITS OF THE TRAINING COURSES WILL BE CONCLUSIVE EVIDENCE OF CUSTOMER'S ACCEPTANCE OF THESE TERMS.

1. REGISTRATION

All registration orders are subject to HITACHI’s acceptance. HITACHI will not be bound by any terms or conditions of Customer's registration order that are inconsistent with or additional to these Terms. To register and use Hitachi Training Units or the Hitachi Training Card as the form of payment for TU Classes and TC Classes respectively, Customer's employees must register for the class in advance on-line at Hitachi University.

2. TERM

These Terms will commence on the date of Customer’s first order or purchase made through Hitachi Vantara Global Learning and continue until the earlier of the following events: (i) they are terminated by either Party by 3 months’ written notice to the other Party; or (ii) they are terminated immediately by HITACHI if Customer, its End User, or a Participating Subsidiary is in breach of any provisions set out in Sections 6 (Work Product) or 10 (Export Compliance).

3. TRAINING COURSES

(A) TRAINING UNITS

(I) Subject to these Terms, Customer may use Hitachi Training Units that Customer has purchased from HITACHI to attend TU Classes. "TU Classes" means: (a) HITACHI classes listed from time to time in the Hitachi University that are made available to the public at a HITACHI training facility; (b) private classes held for Customer by HITACHI at Customer or HITACHI locations; and (c) classes held by designated third parties approved by HITACHI to offer training on HITACHI’s behalf ("Hitachi Training Partners"). TU Classes may be held at an alternative location if the Parties agree to an alternative location in writing signed by authorized representatives of both Parties.

(II) Customer may use Hitachi Training Units to pay for Customer's employees to attend TU Classes. The Hitachi Training Units are valid for a twelve (12) month period from the issuance date specified in a valid order. Each Hitachi Training Unit may be redeemed to allow one Customer employee to attend a full or partial day of a TU Class. Hitachi Training Units are issued to the Customer and not to the Customer's employees. Hitachi Training Units are non-transferable, and may only be used by Customer's employees. Enrollment in TU Classes will be accepted on a space available basis. Hitachi Training Units may not be combined with any other discount. HITACHI TRAINING UNITS ARE NON-REFUNDABLE, AND NO REFUND OR CREDIT WILL BE ISSUED TO CUSTOMER FOR EXPIRED OR UNUSED HITACHI TRAINING UNITS.

(III) Hitachi Training Partners. Hitachi Training Units may be used to pay for open enrollment courses offered by participating Hitachi Training Partners at the Hitachi Training Partner's training facilities. The courses that are made available through Hitachi Training Partners are subject to change from time to time. Enrollment in such courses is subject to the Hitachi Training Partner's then-current terms and conditions and rates.

(B) TC CLASSES TRAINING CARD

(I) Subject to these Terms, Customer may use a Hitachi Training Card purchased from HITACHI or a HITACHI authorized partner to attend TC Classes. "TC Classes" means classes listed in the Hitachi University that are made available to the public at a Hitachi Vantara training facility and all Virtual Instructor-Led classes. A Training Card for TC Classes may not be used for Self-Paced Online Classes.

(II) Customer may use the Hitachi Training Card to pay for Customer's employee(s) to attend TC Classes. The Hitachi Training Card is valid for a twelve (12) month period from the issuance date specified on the Hitachi Training Card ("Training Card Term"). The Hitachi Training Card is non-transferable and may only be used by Customer's employee(s) as designated. Enrollment in TC Classes will be accepted on a space available basis. The Hitachi Training Card may not be combined with any other discount. THE HITACHI TRAINING CARD IS NON-REFUNDABLE, AND NO REFUND OR CREDIT WILL BE ISSUED TO CUSTOMER FOR AN EXPIRED HITACHI TRAINING CARD. THE HITACHI TRAINING CARD CANNOT BE EXTENDED. The Customer employee(s) must show the Hitachi Training Card, as well as one other form of identification, to be allowed into a TC Class. Specific terms of use for each type of Hitachi Training Card are as follows:

(a) The Hitachi Training Card allows Customer's employee(s) to attend an unlimited number of TC Classes during the Training Card Term. Customer may change the Customer employee authorized to use the Hitachi Training Card if Customer provides HITACHI with written proof that the authorized employee is no longer employed by Customer and pays HITACHI a change fee of five hundred US dollars ($US500.00). Customer's employee(s) authorized to use the Hitachi Training Card must be communicated in writing.

(b) The Corporate Hitachi Training Card allows any of Customer's employees to attend an unlimited number of either TC Classes during the Training Card Term. A maximum of five (5) Customer employees will be allowed to enroll in any TC Classes scheduled during the same week.

(C) SELF-PACED LEARNING LIBRARY & ONLINE LEARNING

(I) Subject to these Terms, Customer may use a Learning Subscription Library purchased from HITACHI or a HITACHI authorized partner to attend Self-Paced Online Classes. "Self-Paced Online Classes" means on-demand classes and other training resources listed in the Hitachi University from time to time, which are available to Customer. A Learning Subscription Library may not be used for TC or TU Classes.

(II) Customer may use the Hitachi Learning Subscription Library to pay for Customer's employee(s) to attend Self-Paced Online Classes. The Hitachi Learning Subscription Library is valid for a twelve (12) month period from the issuance date specified with the Hitachi Learning Subscription Library. Customer is responsible for its Hitachi Learning Subscription Library authentication and account details. If Customer has reason to believe that any of the Hitachi Online Subscription Library accounts are no longer secure for any reason (for example, in the event of a loss, theft or unauthorized disclosure or use of your password), Customer must notify Hitachi immediately using the email address provided in Section 16 of these Terms. The Hitachi Learning Subscription Library may not be combined with any other discount. The Hitachi Learning Subscription Library may not be transferred between users and only the user whose credentials are associated with a Hitachi Learning Subscription Library may use and access the respective Hitachi Learning Subscription Library. Notwithstanding the foregoing, Customer may change the Customer employee authorized to use the Hitachi Learning Subscription Library if Customer provides HITACHI with written proof that the authorized employee is no longer employed by Customer and pays HITACHI a change fee of five hundred US dollars ($US500.00). Customer's employee(s) authorized to use the Hitachi Training Card must be communicated in writing. THE HITACHI LEARNING SUBSCRIPTION LIBRARY IS NON-REFUNDABLE, AND NO REFUND OR CREDIT WILL BE ISSUED TO CUSTOMER FOR AN EXPIRED HITACHI LEARNING SUBSCRIPTION LIBRARY. THE HITACHI LEARNING SUBSCRIPTION LIBRARY CANNOT BE EXTENDED.

4. PAYMENT

Fees for Training Courses are based on the prices listed in the applicable course catalogue in effect on the date of order registration of the course. HITACHI reserves the right to adjust such fees at any time without notice. Customer will pay HITACHI in full for Training Courses at least ten (10) days prior to Training Course commencement. Customer agrees to pay all taxes and duties imposed upon the purchase of courses or related to any activities hereunder, exclusive of taxes based upon HITACHI's net income.

5. CANCELLATION

HITACHI reserves the right to cancel or reschedule Training Courses with at least ten (10) days’ notice to Customer. Travel arrangements are the Customer's responsibility and HITACHI assumes no liability for any inconveniences, damages or costs, including non-refundable tickets, that may be incurred in the unlikely event of HITACHI's cancellation or rescheduling of a Training Course. Customer may cancel Training Course registration without penalty by notifying HITACHI at least ten (10) business days before the start of the Training Course. Cancellation within six (6) to nine (9) business days prior to the start date will result in Customer paying HITACHI a cancellation penalty equal to fifty percent (50%) of the applicable Training Course fee. Cancellation with five (5) or less business days' notice or not showing up for a Training Course will result in Customer paying HITACHI a cancellation penalty equal to one hundred percent (100%) of the applicable Training Course fee. Invoices for cancellation fees will be payable within thirty (30) days of Customer’s receipt of invoice. Applicable Training Course fees will be determined in accordance with HITACHI’s current customer list prices. As relevant, the appropriate number of HITACHI Training Units may be deducted from the Customer’s HITACHI Training Unit balance as payment of a cancellation fee. HITACHI reserves the right to reject Customer’s request for enrollment in Training Courses in the event of Customer’s non-payment of cancellation fees. This Section 5 does not apply to Training Cards for Self-Paced Online Classes.

6. WORK PRODUCT

In connection with the performance of a Training Course, HITACHI or a contractor may deliver to Customer work product, defined as works of authorship, training manuals, documentation, reports, drawings and similar works ("Work Product"). Customer agrees and acknowledges that HITACHI, its licensors, or its contractors own all Work Product. All Work Product delivered to Customer pursuant to these Terms will be and remain the property of HITACHI, its licensor or its contractor. HITACHI grants to Customer a limited, nonexclusive, nontransferable license to use the Work Product for Customer's internal business purposes. Work Product may not be reproduced, redistributed, and/or modified without HITACHI’s express written consent. Customer must not sell, sublicense, transfer, publish, display, disclose or otherwise make Work Product available to others.

7. INFRINGEMENT INDEMNIFICATION

HITACHI will defend or settle at its option and expense any legal proceeding brought against Customer, to the extent that it is based on a claim that Work Product or a Training Course provided hereunder directly infringes a copyright or U.S. patent, and will pay all damages and costs awarded by a court of final appeal attributable to such claim, provided that Customer: (i) gives written notice of the claim promptly to HITACHI; (ii) gives HITACHI sole control of the defense and settlement of the claim; (iii) provides to HITACHI all available information and assistance; and (iv) has not compromised or settled such claim. If any Work Product is found to infringe, or in HITACHI's opinion is likely to be found to infringe, HITACHI may elect to: (i) obtain for Customer the right to use such Work Product so that it becomes non-infringing; or (ii) remove the Work Product and refund Customer’s net book value of the Work Product. HITACHI will have no obligation to Customer under this Section 6 for any claim resulting from any unauthorized copying, use or modification of the subject Work Product, or use of an allegedly infringing version of any Work Product, if the alleged infringement could be avoided by the use of a different version made available to Customer. Section 7 states HITACHI's entire liability, and Customer's sole and exclusive remedy for intellectual property rights claims relating to or arising out of any Work Product or Training Course.

8. WARRANTY

HITACHI warrants that it will provide Training Courses in a professional and workmanlike manner. WORK PRODUCT IS PROVIDED TO CUSTOMER "AS IS." HITACHI DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

9. LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, HITACHI'S OR ITS AFFILIATES’ AND LICENSORS' AGGREGATE LIABILITY TO CUSTOMER OR TO ANY THIRD PARTY FOR CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR A TRAINING COURSE PROVIDED BY HITACHI HEREUNDER, WHETHER FOR BREACH OF CONTRACT OR IN TORT, WILL BE LIMITED TO THE LESSER OF: (1) FEES PAID BY CUSTOMER FOR THE TRAINING COURSE WHICH IS THE SUBJECT MATTER OF THE CLAIM; OR (2) HITACHI’S THEN CURRENT LIST FEE FOR THE TRAINING COURSE WHICH IS THE SUBJECT MATTER OF THE CLAIM. IN NO EVENT WILL HITACHI BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF THESE TERMS OR A COURSE PROVIDED BY HITACHI HEREUNDER (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES WHETHER FOR BREACH OF CONTRACT OR IN TORT, EVEN IF HITACHI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE.

10. EXPORT COMPLIANCE

Customer agrees to comply strictly with all applicable export control laws and regulations.

11. SEVERABILITY, WAIVER

If any provision of these Terms is held to be unenforceable, these Terms will remain in full force and effect with the provision omitted. No delay or omission to exercise any right or remedy accruing to HITACHI upon any breach or default of Customer will impair that right or remedy, or be construed to be a waiver of any breach or default. A waiver by HITACHI of any breach or default under these Terms must be in writing and executed by an authorized officer of HITACHI.

12. FORCE MAJEURE

A party is not liable under these Terms for non-performance caused by events or conditions beyond that party's control. This provision does not relieve Customer of its obligation to fulfill payment obligations.

13. ASSIGNMENT/SUBCONTRACT

Neither Party will assign or otherwise transfer any of its rights or obligations under these Terms, except that HITACHI may assign its right to payment to a HITACHI Affiliate. HITACHI may subcontract its obligations under these Terms.

14. NOTICES

All written notice required by these Terms must be delivered in person or by other means evidenced by a delivery receipt or acknowledgment and will be effective upon receipt.

15. ENTIRE AGREEMENT

These Terms constitute the parties' entire agreement relating to the subject matter. It supersedes all prior communications between the parties. No modification to these Terms will be binding, unless in writing and signed by an authorized representative of each party.

16. DISPUTE RESOLUTION

Except as otherwise specified in this Section 16, any dispute related to these Terms will be governed by the laws of the applicable country in which the Training Course is conducted and subject to the exclusive jurisdiction of the courts of such country.

For Training Courses conducted from the United States: any dispute related to these Terms will be governed by California law and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply.

For Training courses conducted in the EMEA region (Europe, Middle East and Africa): any dispute related to this Agreement will be governed by English law and subject to the exclusive jurisdiction of the English courts.

Appendix for Asia Pacific Region:

APAC Contact Schedule
education.apac@hitachivantara.com

Appendix for EMEA Region:

EMEA Contact Schedule
education.emea@hitachivantara.com

Appendix for Americas Region:

Americas Contact Schedule
education.amer@hitachivantara.com