Terms and Conditions
Executive Education - Custom Programs
Terms and Conditions for Educational Presentation Agreements
The following are the “terms and conditions” referred to in the Tepper School Educational Presentation Agreement between Carnegie Mellon University ("CMU") and the entity referred to as the “Company” in that document (the “Company” or “you”). The Tepper School Educational Presentation Agreement, together with these terms and conditions, are referred to as our “Agreement” in these terms and conditions.
1. Payment. CMU will invoice you as described in Tepper School Educational Presentation Agreement. Company shall pay CMU within thirty (30) days of receipt of each CMU invoice. CMU, in its sole discretion, may charge interest on any delinquent amounts at the lower of the rate of 1.5% per month or the maximum rate of interest allowable under applicable law. Any and all amounts due under this Agreement are to be made payable to Carnegie Mellon University and sent to the following address:
Carnegie Mellon University
P.O. Box 360456
Pittsburgh, PA 15251
Company agrees that it will make all required payments free of any type of applicable taxes, offsets or withholdings. To the extent Company is required by applicable law, regulation and/or ordinance to withhold, offset and/or deduct any portion of the money to be paid to CMU, then the amounts due under this Agreement shall be increased to such amounts as may be necessary to yield CMU the amount it would otherwise have received had such payments been made without deduction for any such withholdings, offsets and/or deductions.
2. Course Materials. In these terms and conditions, “Course” has the same meaning it does in the Tepper School Educational Presentation Agreement. Any and all Course Materials and information presented to and/or supplied to Company and/or its employees pursuant to this Agreement (the “Materials”) remain the property of its respective owners and neither Company nor its employees shall have any right to use such Materials except as specifically provided in this Agreement.
Individual course participants may use the Materials in conjunction with the Course and for their own personal reference. Company agrees that it will not (and will not permit others to) copy, modify, redistribute, repackage, encumber, sell, rent, lease, sublicense, assign, time-share, publish, broadcast, circulate, market, donate, disseminate, retransmit, commercially-exploit, and otherwise use the Materials and/or any copies or parts thereof. To the extent Company wishes to make other use of the Materials, it must contact CMU to request permission.
3. Use of Company Materials. Any materials provided by Company for use by CMU in connection with a Course (“Company Materials”) will remain owned by Company and may only be used by CMU in connection with the development of Materials and/or for delivering the Course unless otherwise permitted by Company.
4. No Warranty. The courses, materials, and any and all other information and/or services provided by CMU pursuant to this agreement are granted provided on an "as is" basis. CMU makes no warranties of any kind, either express or implied, as to any matter, and all such warranties, including warranties of merchantability, fitness for a particular purpose, and noninfringement are expressly disclaimed. Without limiting the generality of the foregoing, CMU does not make any warranty of any kind relating to exclusivity, informational content, error-free operation, results to be obtained from use, and/or freedom from theft of trade secrets. Company is prohibited from making any express or implied warranty to any person or entity on behalf of CMU relating to any matter, including the application of or the results to be obtained from the courses, materials, services, or other information provided by CMU pursuant to this agreement.
5. Limitation of Liability. CMU shall not be liable to company or any third party for loss of profits or for incidental, indirect, special or consequential damages for any reason whatsoever arising out of or relating to this agreement (including any breach of this agreement), even if CMU has been advised of the possibility of such damages or has or gains knowledge of the existence of such damages.
6. Indemnification. Company shall defend, indemnify and hold harmless CMU and its trustees, officers, employees, attorneys and agents (“CMU Parties”) from and against any and all liability, damage, loss or expense (including reasonable attorneys fees and expenses) incurred by or imposed upon any or all CMU Parties in connection with any claim, suit, action or demand arising out of or relating to Company’s breach of this Agreement, including but not limited to any use of the Materials in a manner that is not authorized by CMU in this Agreement and/or in a separate written license, under any theory of liability (including without limitation, actions in the form of tort, warranty, or strict liability, or violation of any law, and regardless of whether such action has any factual basis).