By accepting this Agreement between you (“Customer”) and Rally Software Development Corp. (“Rally”) and clicking “I Agree”, Customer agrees to be bound by all of the following terms and conditions (the “Agreement”). If you do not agree to the terms, you must cease registration and close your browser. If you are an individual entering into this Agreement on behalf of an entity, you represent and warrant that you have the authority to bind such entity to this Agreement. If you do not have such authority, neither you nor such entity may accept this Agreement or use the Services.
- Services and Training Materials. Subject to Customer’s payment of the fees for such services, Rally will provide the Agile University training course(s) at the location described on this website and purchased by Customer (the “Services”). The Services may be supplemented with Rally training materials and related documentation in a format determined by Rally (collectively, the “Training Materials”).
- Use; Proprietary Rights; Non-Solicitation. Customer may use the Training Materials solely for its internal learning activities. Customer may not copy, modify or distribute the Training Materials outside of its organization. Rally and its suppliers have and will maintain all ownership interest in the Training Materials and all intellectual property rights therein. Customer will not remove, alter, or obscure any proprietary rights notices of Rally or its suppliers on the Training Materials. During the Term of this Agreement and for a period of one (1) year after the termination or expiration of this Agreement, as the case may be, Customer shall not, directly or indirectly, solicit the employment or services of any employee or consultant of Rally, or encourage such employees or consultants to leave Rally.
- Cancellation. Either Rally or Customer may cancel the Services in accordance the cancellation terms set forth on the website. If Customer cancels, it may owe the cancellation fee set forth on the website.
- Limited Warranty. Rally will perform the Services in a good and workmanlike manner. RALLY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SERVICES PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- Limitation of Liability. RALLY SHALL NOT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES, EVEN IF RALLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL RALLY’S TOTAL AGGREGATE LIABILITY TO CUSTOMER ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICES EXCEED THE TOTAL AMOUNT PAID TO RALLY BY CUSTOMER UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE.
- Term and Termination. This Agreement shall commence upon Customer’s indication that it has accepted this Agreement by clicking “I Agree” and shall continue until the Services have been performed by Rally or canceled (the “Term”). Upon termination, the terms of Sections 2, 4, 5, 6 and 7 shall survive and any amounts owed to Rally under this Agreement before termination will become immediately due and payable.
- General. Neither party may assign any rights or obligations arising under this Agreement without the prior written consent of the other and unauthorized assignment shall be void except that either party may assign this Agreement without consent of the other party to any successor to all or substantially all its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. This Agreement shall inure to the benefit of and shall be binding on the authorized successors and assignees of the parties. This Agreement will be governed by the laws of the State of Colorado without giving effect to its principles of conflict of laws. Any action or proceeding arising from or relating to this Agreement must be brought in a federal or state court sitting in Denver, Colorado, and each party irrevocably submits to the jurisdiction and venue of any such court in any such proceeding. If a dispute arising under this Agreement results in litigation, the non-prevailing party shall pay the court costs and reasonable attorneys’ fees of the prevailing party. Any notice or other communication required or permitted under this Agreement and intended to have legal effect must be given in writing to the other party at the address set forth above. This Agreement is the entire understanding and agreement of the parties, and supersedes any and all agreements between the parties as to the subject matter hereof, and may only be modified in a writing signed by both parties. In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement.