Illumina Innovates with Rancher and Kubernetes
This Rancher Enterprise Agreement (“Agreement”) is between you (“Customer”) and your Affiliates and Rancher Labs, Inc. (“Rancher”) and its Affiliates (each a “Party” and together the “Parties”) and governs Customer’s relationship with Rancher for the provision of Rancher Products and Services. If you are an individual entering into this Agreement on behalf of a corporation or other legal entity, you represent and warrant that you possess sufficient and appropriate authority to bind such entity to this Agreement and understand references to “you” and “your” apply equally to such entity. Customer desires to purchase certain Products or Services from Rancher.
NOW THEREFORE, the Parties enter into this Agreement for the provision of Products or Services to Customer.
Governing Law and Claims. The Agreement, and any claim, controversy or dispute related to the Agreement, will be resolved by the Amsterdam District Court following proceedings in English under the Rules of Procedure for the International Commercial Chambers of the Amsterdam District Court (Netherlands Commercial Court) and the Amsterdam Court of Appeal (Netherlands Commercial Court of Appeal) and each party irrevocably submits to the exclusive jurisdiction and venue of those courts. Application for provisional measures, including protective measures, available under Dutch law may be made to the Netherlands Commercial Court’s Preliminary Relief Judge in proceedings in English in accordance with the Rules of Procedure for the International Commercial Chambers of the Amsterdam District Court (Netherlands Commercial Court) and the Amsterdam Court of Appeal (Netherlands Commercial Court of Appeal). To the extent permissible, the United Nations Convention on Contracts for the International Sale of Goods will not apply. No claim or action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the earlier of the following: a) the expiration of all Support Subscriptions or Work Orders, b) the termination of this Agreement, or c) the time a party first became aware, or reasonably should have been aware, of the basis for the claim. To the fullest extent permitted, each party waives the right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
Limitations. This Training Addendum will only apply where Customer is purchasing Rancher Training Services.
Rancher Training Services. “Training” means Rancher’s training courses delivered onsite or remotely as the Parties agree in an applicable Order Form. “Participant” means a client designee who is receiving the Training. Rancher will provide Customer and Participants with Training as specifically set forth in an Order Form executed by the parties. This addendum is incorporated by reference into the Rancher Enterprise Agreement (together the “Agreement”). Upon the execution of an Order Form by the parties, it shall automatically be deemed part of the Agreement.
Rancher Personnel. The Rancher Personnel assigned to deliver Training shall have appropriate technical and professional skills to enable them to perform their duties in a professional manner, consistent with generally accepted industry standards. Customer will promptly notify Rancher of any Rancher Personnel that Customer believes are performing in an unsatisfactory manner. Rancher will cooperate with Customer in removing any Rancher Personnel who perform the Services in an unsatisfactory manner and will use commercially reasonable efforts to replace such personnel with an acceptable substitute(s).
Independent Contractor. While at Customer’s facilities, all Rancher Personnel shall observe and follow Customer’s reasonable work rules, policies and standards, as communicated to Rancher in advance in writing. Rancher shall be solely responsible for (i) the payment of all wages, salaries, overtime pay and other compensation due to Rancher Personnel, (ii) the payment for and the provision of all benefits and workers’ compensation insurance in accordance with Rancher’s corporate policies, (iii) the withholding of all employment related taxes for such employees and the payment, as applicable, of employment related taxes and Workers’ Compensation Insurance. No Rancher Personnel shall be entitled to participate in, or receive any benefit or rights as an employee of any Customer entity under, any of the Customer employee benefit and welfare plans, including, without limitation, employee insurance, pension, savings and security plans, as a result of or in connection with this Agreement.
Customer Facilities. If Training is to be delivered at a Customer office, Rancher Personnel shall be provided a safe and adequate workspace. The Customer shall provide all such facilities, supplies, and services as Rancher determines are reasonably required for the performance of the Rancher Personnel’s duties under this Agreement, including sufficient network access to allow for internet access from the Rancher Personnel’s laptop, and from Participants receiving the training.
Remote Work; Multiple Personnel; Work Schedule. Training may be delivered onsite, remotely, or as a mix of onsite and remote delivered Training, using multiple personnel, as the Parties agree in an applicable Order Form. Following the purchase of Training, Training will be delivered at a schedule mutually agreed by the Parties and subject to Rancher Personnel availability. Rancher Personnel will deliver Training Monday through Friday, between the hours of 8:00 am and 7:00 pm (the “Regular Work Hours”), the time zone for delivery shall be mutually agreed upon by the Parties. Rancher does not deliver Training outside Regular Work Hours, or on holidays. Rancher company holidays, for personnel rendering services in the United States are found at: www.rancher.com/holidays. For Training conducted outside the U.S. holiday schedules will be provided upon Customer request.
Deliverables. Training is provided with no deliverables. Training is considered complete and accepted when the Training purchased by Customer has been performed. Customer’s payment of an invoice constitutes acceptance of the Training invoiced.
Training Materials. Following conclusion of the delivery of Training and at Customer’s request, Rancher will provide to Customer a copy of any prepared material used in delivery of the training; this material remains the sole and exclusive property of Rancher, is not work product of this engagement, and is considered Confidential Information under the Agreement. Notwithstanding the foregoing, Rancher grants customer a limited, non-exclusive, worldwide license, with no right to updates, to copy and distribute the materials for distribution solely among Customer personnel who need the training materials.
Term. Unless otherwise agreed by the Parties, Training is to be delivered within 12 months from the date of purchase. Training not delivered within this term will be considered forfeited.