COGNEX CORPORATION STANDARD TERMS AND CONDITIONS OF SALE FOR TRAINING PROGRAMS

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The following terms and conditions apply to the purchase and attendance of Cognex Corporation training programs (“Courses”) and are in addition to the Cognex Corporation Standard Terms and Conditions of Sale for Standard Products and/or Engineering Services (“Standard Terms”) which are hereby incorporated by reference.  In the event of conflict between the terms and conditions of this Agreement and the Standard Terms, this Agreement takes precedence.  Capitalized terms not defined herein shall have the meanings set forth in the Standard Terms.

1.  PAYMENT. Unless otherwise quoted by Cognex, agreed to in writing or expressly stated on the face of this document, payment for Courses shall be due immediately at the time of purchase.  Buyer may elect in writing to cancel within twenty-four hours of purchase by contacting training@cognex.com.  Otherwise, payment is non-refundable.  At anytime up to twenty-four (24) hours before the date of the Course, Buyer may elect to transfer their seat at the Course to another person or apply fees paid to a Course of comparable content occurring within twelve (12) months following the date of the originally purchased Course.  Cognex shall at its sole discretion decide Course availability; if the same class is not available, Buyer shall be entitled to attend a Course of comparable content and duration.

2. COPYRIGHT. Materials delivered as part of the Course are the proprietary property of Cognex.  This Agreement conveys no rights or interest whatsoever in Cognex copyrights, trademarks, or other intellectual property.  Buyer shall not sell, transfer, publish, prepare derivative works, summarize, sublicense, disclose, copy or reproduce in any form or in any media, display or otherwise make available the Cognex Courses materials furnished hereunder to third parties without the prior written approval of Cognex.

3. WARRANTY. The Course and related materials are provided on an “as-is” basis without any warranty whatsoever, express or implied, regarding accuracy, completeness or suitability for any intended use. Cognex makes no representations with respect to any material provided hereunder, and Cognex shall have no liability to Buyer, for any direct, indirect, special, incidental, consequential or other damages resulting from Buyer's use of such material.

4. TRAVEL EXPENSES.  Buyer is responsible for all travel and living expenses it incurs in attending the training.

5. FORCE MAJEURE. Cognex shall have no liability to Buyer or any other party claiming through Buyer for any loss, damage, delay, impairment or failure of delivery or performance due to: (a) any cause beyond Cognex’s reasonable control; (b) any act of God, act of Customer, embargo, strike, slowdown or other labor disturbance, war, riot, terrorism or delay in transportation; (c) inability to obtain necessary labor, materials, components, supplies, or facilities; or (d) governmental action or inaction, including the inability to obtain necessary export licenses, import licenses, exchange permits, or the like.