TrakSYS Academy

Training Subscription — Order Agreement

1. Contracting Parties

This Agreement is entered into between Parsec Automation LLC. ("Parsec") and the Customer identified in the Order Agreement ("Customer").

The individual signing the Order Agreement on behalf of Customer represents and warrants that they have full legal authority to bind the Customer to this Agreement. 

2. Order Agreement & Binding Effect

Upon execution by the Customer and acceptance by Parsec, the Order Agreement, together with these Terms and Conditions, constitutes a legally binding contract (collectively, the "Agreement"). This Agreement may not be cancelled, terminated, or reduced in scope by the Customer for convenience prior to the expiration of the Subscription Term.

Any modifications to the Order Agreement must be made in writing and signed by authorized representatives of both parties. No verbal representations or prior course of dealing shall alter the terms of this Agreement. Any pre-printed or additional contract terms included on the purchase order shall be inapplicable and of no force or effect. 

3. Subscription Term

The "Subscription Term" is the period set forth in the Order Agreement. Customer's right to access TrakSYS Academy course content is strictly limited to the duration of the active Subscription Term.  All training seats are valid from the start date of the Order Agreement, regardless of when the individual user activates their specific account. Access will be revoked upon expiration or earlier termination of this Agreement in accordance with Section 9 below. 

4. Payment Terms

All fees are due and payable as set forth in the Order Agreement. All payments made under this Agreement are non-refundable, including in the event of non-use or partial use.

Additional seat purchases or subscription upgrades may be made at any time during the active Subscription Term. Such additions will be prorated to align with the expiration date of the current Subscription Term and billed accordingly.

Unused training seats at the end of a Subscription Term will not be refunded and will not carry over to any renewal or new Subscription Term.

5. Training Access & Permitted Use

Access to TrakSYS Academy is granted on a per-seat, per-user basis. Each subscription seat is assigned to a single, named individual ("Authorized User"). User login credentials are personal to the Authorized User and may not be shared, transferred, reassigned, or used by any other individual under any circumstances.

Access to the TrakSYS Academy platform is granted solely for the Authorized User's own professional development in connection with their authorized and licensed use of TrakSYS products. Customer agrees that access will not be granted to or used by contractors, third parties, or any individuals not directly employed by the Customer without Parsec's prior written consent.

6. Prohibited Use

Customer and its Authorized Users are strictly prohibited from the following:

  • Recording, screenshotting, screen capture, or any other method of duplicating or reproducing course content, in whole or in part, by any means whether automated or manual;
  • Redistribution, resale, sublicensing, republishing, or sharing of any course materials or training content with any third party;
  • Reverse engineering, decompiling, downloading, or otherwise extracting proprietary content, software, or underlying technology from the platform;
  • Using any course content, in whole or in part, to develop, train, or contribute to competing products, platforms, training materials, or derivative works;
  • Circumventing or attempting to circumvent any access controls, digital rights management, or security features of the platform;
  • Misrepresenting organizational affiliation or access authorization to gain or extend platform access.

 

Violation of any of the above prohibitions may result in immediate suspension or termination of access pursuant to Section 9 of this Agreement and may expose Customer to legal liability.

7. Intellectual Property Rights

All content available through TrakSYS Academy, including but not limited to course materials, videos, text, graphics, software, assessments, documentation, and any other materials (collectively, "Training Content"), is the sole and exclusive intellectual property of Parsec Automation, LLC.

Parsec retains all right, title, and interest in and to the Training Content, including all associated intellectual property rights, including copyrights, trademarks, trade secrets, and patents. Nothing in this Agreement shall be construed to transfer, assign, or grant to Customer or any Authorized User any ownership interest in or to the Training Content.

This Agreement grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Training Content solely for the purposes described in Section 5 during the Subscription Term. This license terminates automatically upon expiration or termination of the Agreement.

Customer shall promptly notify Parsec of any known or suspected unauthorized use, reproduction, or distribution of the Training Content and shall cooperate fully with Parsec in any investigation or enforcement action. Parsec reserves all rights not expressly granted under this Agreement.

8. Training Office Hours & Support

Parsec provides instructor-led Teams sessions designed to help users navigate the training curriculum. The training office hours are limited strictly to issues directly related to navigating and accessing TrakSYS Academy course content.

Office Hours support expressly excludes the following:  

  • Mentoring, coaching, or tutoring on TrakSYS subject matter;
  • Implementation planning or deployment support;
  • Development assistance or custom configuration;
  • Infrastructure, environment, or network-specific support;
  • Hardware, production system, or operational support.

Office Hours sessions are limited to thirty (30) minutes in duration, based on Parsec’s availability. Parsec reserves the right to decline support requests that fall outside the scope defined above.  

9. Termination

9.1 Termination by Customer

Customer may not terminate or cancel this Agreement for convenience prior to the expiration of the Subscription Term. 

9.2 Termination by Parsec for Cause

Parsec reserves the right to suspend or terminate Customer's access to TrakSYS Academy, with or without prior notice, in any of the following circumstances:

  • Violation of any Prohibited Use provisions set forth in Section 6;
  • Sharing, transferring, or misuse of user login credentials;
  • Any attempt to circumvent platform security, copy protection, or access controls;
  • Use of Training Content to develop or contribute to competing products or derivative works;
  • Failure to make payment when due, where such failure remains uncured for ten (10) business days following notice;
  • Any other material breach of this Agreement that remains uncured for fifteen (15) days following written notice from Parsec.

In cases of suspected intellectual property misappropriation or security breach, Parsec may suspend access immediately and without prior notice. In the event of termination by Parsec for cause, no refund of fees paid shall be due to Customer.

9.3 Effect of Termination

Upon expiration or termination of this Agreement for any reason: (i) all access rights granted to Customer and Authorized Users shall immediately cease; (ii) Customer shall destroy or return any Training Content in its possession, if applicable; and (iii) any accrued payment obligations of Customer shall survive termination and remain due in full.

Sections 7 (Intellectual Property Rights), 9.3 (Effect of Termination), 10 (Limitation of Liability), and 11 (General Provisions) shall survive the expiration or termination of this Agreement.

10. Limitation of Liability & Disclaimer of Warranties

10.1 Disclaimer of Warranties

THE TRAKSYS ACADEMY PLATFORM AND ALL TRAINING CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PARSEC EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Parsec does not warrant that: (i) the platform will be uninterrupted, error-free, or free of viruses or other harmful components; (ii) the Training Content will be accurate, complete, or current; or (iii) the platform will meet Customer's specific requirements or produce any particular business outcome.

10.2 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PARSEC, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE TO CUSTOMER OR ANY AUTHORIZED USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF (OR INABILITY TO USE) THE TRAKSYS ACADEMY PLATFORM, EVEN IF PARSEC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Parsec's total aggregate liability to Customer arising out of or related to this Agreement, regardless of the cause of action or the theory of liability, shall not exceed the total fees actually paid by Customer to Parsec in the six (6)months immediately preceding the event giving rise to the claim. 

10.3 Essential Basis

The parties acknowledge that the limitations of liability set forth in this Section 10 reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties. Parsec would not have entered into this Agreement absent these limitations.

 

11. General Provisions

11.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Delaware. 

11.2 Entire Agreement

This Agreement, together with the Order Agreement and any exhibits or addenda incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and representations, whether oral or written, relating to such subject matter.

11.3 Amendment & Waiver

No amendment to this Agreement shall be valid unless made in writing and signed by authorized representatives of both parties. No waiver by either party of any breach or default shall be deemed a waiver of any subsequent breach or default, and shall not affect the other terms of this Agreement.

11.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.

11.5 Assignment

Customer may not assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of Parsec. Parsec may freely assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section shall be null and void.

11.6 Notices

All notices under this Agreement shall be in writing and delivered by email with confirmation of receipt, or by overnight courier, to the addresses set forth in the Order Agreement. Notices to Parsec should be addressed to the attention of the Legal Department.