STANDARD TERMS AND CONDITIONS OF SALE – PROFESSIONAL DEVELOPMENT SEMINARS & WEBINARS

1. Generally: Unless specifically agreed otherwise, these Standard Terms and Conditions of Sale (“Terms”) apply to agreements, orders or contracts (“Order” or “Orders”) pertaining to the sale of professional development seminars and webinars (“Product(s)”) by Trafera, LLC or its affiliates (“Seller”) to customers located in the United States of America (“Buyer”).
   
   
2. Order of Precedence: These Terms constitute the whole of the agreement between the Seller and the Buyer relating to carrying out any Order issued by the Buyer and accordingly supersede all prior undertakings, commitments, negotiations, statements, written or verbal communications, acceptances and agreements between the Seller and Buyer relating to the said Order.  No stipulation to the contrary stated on any document of the Buyer shall, in any way whatsoever, alter these Terms, unless the Seller has expressly agreed thereto in writing.
   
   
3. Prices and Charges: Prices are understood to be exclusive of taxes.  Unless a valid exemption certificate is provided to Seller, the Buyer shall be responsible for all sales and excise taxes associated with the Products.
   
   
4. Delivery: Delivery lead times are given as an estimate only and the Seller shall not be bound to pay any penalty charge or compensation should delivery take place on a different date. 
   
   
5. Returns: No returns or cancellations are permitted for the Products, unless otherwise agreed to in writing by Seller.  However, Seller will endeavor to work with Buyer in good faith on any scheduling conflicts (e.g., due to illness).
   
   
6. Force Majeure: The Seller shall not be deemed to be in default of its contractual obligations if such default is due to the occurrence of a case of Force Majeure.  Force Majeure covers all unforeseeable and irresistible events of any nature whatsoever that are outside the Seller’s control including, but not limited to, natural disasters, bad weather, fire, strikes, sabotage, embargo, interruptions, delays in transport services or methods of communication, events or acts originating from civil or military public authorities (including all delays in securing any authorizations or permits of any kind whatsoever), declared or undeclared war, and epidemics or other health emergencies, which have the effect of rendering the Order temporarily or permanently impossible to carry out.
   
   
7. Warranty: Seller represents and warrants the Products will be provided in a professional and workmanlike manner.  If Seller breaches this warranty, Buyer may, as its sole remedy, request that Seller promptly correct any such failure or to provide the applicable Products at no additional charge.  Except for the above warranty, Seller provides the Products to Buyer without warranties, express or implied.
   
   THE PRODUCTS ARE PROVIDED “AS IS – WHERE IS.”  TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS WITH REGARD TO THE PRODUCTS, INCLUDING WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS OTHERWISE AGREED TO IN WRITING BY SELLER.  SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  SELLER WARRANTIES GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
   
   
8. Confidentiality: In the course of purchasing the Products, each party may have access to nonpublic and confidential information of the other party (collectively, “Confidential Information”).  For a period of at least three (3) years following disclosure, the receiving party (“Receiving Party”) agrees to hold the Confidential Information received from the disclosing party (“Disclosing Party”) in strict confidence, to avoid using or disclosing it in any manner that is detrimental to the Disclosing Party and to refrain from using the Confidential Information except as is required to purchase and use the Products.  Confidential Information includes, but is not limited to, information that is obtain through access to Disclosing Party’s information technology systems and information which relates to the Disclosing Party’s research, development, intellectual property, trade secrets or business affairs or process.  The confidentiality requirements contained herein shall survive expiration or termination of these Terms.  The Receiving Party shall not disclose any Confidential Information to any employee, officers, or other representatives or agents of the Receiving Party, except those who are on a need-to-know basis and are required to have the Confidential Information in order to perform their job duties in connection with the Products and agree to be bound by the requirements contained herein.  The Receiving Party shall be responsible for any disclosure of the Disclosing Party’s Confidential Information by any person to whom the Receiving Party discloses the Disclosing Party’s Confidential Information.  Confidential Information does not include the following: information that is publicly available through no wrongful act of the Receiving Party; information that is lawfully obtained from a third party without a restriction on disclosure; information known to the Receiving Party prior to receipt from the Disclosing Party without violating any restrictions on disclosure; or information independently developed by the Receiving Party without use of confidential information provided by the Disclosing Party.
   
   
9. Independent Contractors: Seller and Buyer are independent contractors with respect to the sale and purchase of any Products.
   
   
10. Intellectual Property: Seller expressly reserves all intellectual property rights in the Products.  Buyer is granted a non-exclusive, non-transferable license to the use the Products for its internal educational purposes only.
    
    
11. Limitation of Liability:  To the maximum extent permitted by applicable law, in no event shall the Seller be liable to the Buyer, its employees, agents, heirs, assigns and successors in interest for any indirect losses, tangible or intangible damage of any nature whatsoever, arising from a defect or a loss of use of the Products or of any of its components or of any property whatsoever, regardless of the reason.
    
    To the maximum extent permitted by applicable law, the Seller’s total cumulative liability for any reason whatsoever, either based on the non-completion of any Order or on any other type of liability (negligence, strict liability or other) or in respect of any warranty whatsoever, shall in no case exceed the amount of monies actually received by Seller from Buyer for the Products during the previous twelve (12) months.
    
    UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTIAL, OR CONSEQUENTIAL DAMAGES BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT OR STRICT LIABILITY.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTIAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 
    
    
12. Governing Law and Dispute Resolution: These terms shall be governed by the laws of the State of Delaware, excluding conflicts of laws provisions.  The parties will attempt in good faith to resolve any controversy or claim arising out of or relating to these Terms.  If the matter or controversy is not resolved through informal negotiation within thirty (30) days following initiation of such negotiation, the controversy or claim shall be exclusively resolved individually, without resort to any form of class or representative action, and exclusively by final and binding arbitration in Minneapolis, Minnesota pursuant to the commercial arbitration rules established by the American Arbitration Association ("AAA").  Buyer acknowledges and agrees that neither Buyer nor Seller will have the right to litigate claims in court, to have a jury trial, or to engage in pre-arbitration discovery except as provided for in the AAA rules. Other rights and remedies that Buyer would otherwise have if it went to court also may not be available in arbitration.

SELLER RESERVES THE RIGHT TO UPDATE THESE TERMS IN THE FUTURE. THE SELLER WILL ENDEAVOR TO POST ALL UPDATES TO WWW.TRAFERA.COM OR IN ITS CUSTOMER PORTAL. PLEASE CONTACT YOUR SALES REPRESENTATIVE FOR FURTHER INFORMATION.

connect@trafera.com 
Toll Free: 1-855-862-5120
www.trafera.com

Updated: June 19, 2024