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(ISC)² Sponsorship Letter Terms and Conditions

Sponsorship Letter Terms and Conditions

General Terms and Conditions 
1             Services and Orders
1.1           The Sponsorship Letter of Agreement (“Sponsorship Letter”) shall constitute an order by the Sponsor (“You” or the “Sponsor”) to sponsor an (ISC)² (“We” or “Us”) event or webinar and receive Leads in accordance with these Conditions.
1.2           The Sponsor shall be deemed to be open and valid only when we receive the properly completed and approved Sponsorship Letter and activate the same on our system. 
1.3           We shall provide Leads for the event or webinar specified and subject to the filters and quantity caps you have specified, all as set out on the Sponsorship Letter.
1.4           We, or our authorized provider, shall provide Leads electronically via the method agreed with you and set out in the Sponsorship Letter. Subject to clause 3.3 and the other terms and conditions of the Agreement, you are licensed to use each Lead from the date it is provided to you for the purpose of selling or attempting to sell your products or services that are in the categories set out on the Sponsorship Letter, and only for this purpose. It is your responsibility to maintain your systems, including an internet connection and email, to ensure receipt of Leads sent to you. We accept no responsibility for un-received Leads due to spam filters or for any other reason beyond our control. 
1.5           We shall endeavour to deliver the quantities of Leads set out on the Sponsorship Letter, however, we do not guarantee that we will provide the full number of Leads that you have ordered.
1.6           If you require a change to be made to your Sponsorship Letter, including, but not limited to, the categories, caps, filters or method of delivering the Leads, you must promptly notify us via email. We shall have the right to make any changes to the Services which are necessary to comply with any applicable Law.
1.7           We reserve the right from time to time to change the data we collect in respect of the Leads we provide to you, and to change the steps we take to qualify the Leads.
1.8           Without limiting the effect of clause 1.9, we do not warrant that the Services will be free from interruption, or that Leads sent to you will result in any business, sales or revenue.  We do not guarantee the specific detail of any Lead you receive.
1.10        All Intellectual Property Rights in or arising out of the Services, including (without limitation) the Leads, shall belong to us.
2               Price and Payment
2.1           You agree to pay the Charges in accordance with our standard billing frequency, credit terms and payment method.
2.2           You are not entitled to deduct or withhold payment of any sum payable to us for any reason including but not limited to; claim, counterclaim, credit, deduction, set-off, discount, damages or otherwise.
2.3             If, for any reason, you fail to pay the Charges or any other sum due to us under the Agreement by the due date for payment, a Late Payment Fee, minimum of 1.5% finance charge or the maximum amount allowed by law, which is less, will be charged onto your account. 
3               Your Obligations
3.1           You shall ensure that the terms of the Sponsorship Letter are complete and accurate.
3.2           You agree to promptly contact all Leads that you receive from us.
3.3           You shall not resell, pass on or otherwise use or disclose any Lead or any information arising from or in connection with a Lead, or use any Lead or any information relating to a Lead for any reason outside of the terms of your license (as set out in clause 1.4 above) or any applicable Laws (including, without limitation, the Data Protection Act 1998 as amended and the General Data Protection Regulation).
3.4           You agree that you shall have the sole responsibility for the goods or services provided in relation to a Lead and any complaints regarding those goods or services. In the event that you have a dispute with one or more Lead(s) you shall indemnify and keep indemnified us, our Affiliates, agents and employees against any claims, demands, costs, expenses, losses and/or damages whatsoever arising out of or in any way connected with that dispute.
3.5           You shall not inform or imply to any person by any means that you are acting on behalf of us or that we have approved of or endorsed you or your goods or services.
3.6           You shall cooperate with us, and provide us with all information and assistance we may require from time to time, in connection with the provision of the Services.
3.7           The Agreement has been accepted by and is binding on you, having been entered by a duly authorized representative or agent on your behalf.
3.8           You shall comply with the Data Protection Act 1998, and the General Data Protection Regulation when in force, and all applicable Laws relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner, and the equivalent of any of the foregoing in any relevant jurisdiction.
3.10        You shall indemnify and hold indemnified us and our Affiliates, agents and employees from and against any costs, claims, expenses, demands, losses or damages arising out of or in connection with you breaching clause 3.8.
4               Cancellation, Suspension and Termination
4.1           Either Party may terminate the Agreement with immediate effect via Email to the contact identified in the Sponsorship Letter. The Agreement shall not terminate unless and until you receive written confirmation from us.
4.2           If you fail to pay us any amount due under the Agreement by the due date for payment, or materially breach any of your obligations under the Agreement, or fail to remedy any breach of the Agreement within fourteen (14) days of being asked to do so, or pass a resolution for winding up, or a court of competent jurisdiction makes an order for your winding up or dissolution, it shall be considered an “Event of Default“.
4.3           If an administration order is made in relation to you, or a creditor takes possession of or sells any of your assets, or you are unable to pay your debts, or you become insolvent, or you cease or threaten to cease to carry on business, or any similar event occurs it shall be considered an Event of Default.
4.4           On the occurrence of an Event of Default we may (at our option, and without limiting our other rights or remedies) (a) suspend the provision of the Services and cease providing you with Leads until such time as the default is remedied in our sole discretion, or (b) terminate the Agreement with immediate effect upon written notice at any time on or after the date the Event of Default occurred. In the event of the suspension of the Services or the termination of the Agreement, for any reason, you shall immediately cease using any Leads that you have not paid for. For the avoidance of doubt, any Lead relating to any previous invoice which you have paid shall remain under license to you per these Conditions.
4.5           The termination of the Agreement shall not affect either parties accrued rights or obligations.
4.6           On termination of the Agreement for any reason:
(a)            a final invoice shall be raised immediately for any outstanding amount. (b)            clauses which expressly or by implication have effect after termination shall continue in full force and effect.
5               Limitation of Liability
5.1           Nothing in these Conditions shall limit or exclude our liability for:
(a)            death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; or
(b)            fraud or fraudulent misrepresentation;
5.2           Subject to clause 4.1, we shall, under no circumstances whatever, be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
(a)            loss of business, business opportunities, sales, revenue or turnover:
(b)            loss of agreements or contracts;
(c)             loss of anticipated savings or wasted expenditure;
(d)            loss of damage to reputation or goodwill;
(e)            loss of use or corruption of hardware, software, data or information;
(f)              loss of profits; or
(g)             indirect or consequential loss;
arising under or in connection with the Agreement.
5.3           Subject to the clause 4.1, our total aggregate liability to you in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the equivalent of the total charges paid by you to us during the six (6) month period immediately preceding the date on which the liability arose.
7               Confidentiality
7.1           Each Party agrees to keep all Confidential Information relating to the other Party confidential and only for use in connection with their respective obligations under the Agreement, unless such information is already in the public domain (other than through a breach of this condition), or lawfully obtained by a third Party, or is already in the possession of the other Party or that either Party may be required to disclose as a matter of law.
8               Application of Terms
8.1           These Conditions apply to the Sponsorship Letter to the exclusion of all other terms or conditions, including (without limitation) any terms or conditions which you may believe apply under any purchase order, confirmation of order, specification or any other document, or which are implied by trade, custom, practice or course of dealing.
8.2           The Agreement constitutes the entire agreement between the Parties.  You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in the Agreement.
8.3           We reserve the right to make changes to these Conditions from time to time. If any changes are made, the latest version of the Conditions will be sent to you, and your Sponsor will be subject to the latest version of the Conditions from the date of being sent.
8.4           The Agreement shall commence on the date stated on the Sponsorship Letter and shall continue unless and until it is terminated in accordance with the Agreement.
8.5           If a court or any other competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Agreement shall not be affected.  If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
9               General
9.1           Any failure or delay by either Party in exercising any of its rights and remedies shall not constitute a waiver of those rights and remedies unless expressly agreed in writing.
9.2           We reserve the right to, at any time, assign, charge, subcontract, transfer or deal in any other manner with all or any of our rights under the Agreement, and we may subcontract or delegate in any manner any or all of our obligations under the Agreement to any third party or agent. You may not assign, charge, subcontract, transfer or deal in any other manner with all or any of your rights or obligations under the Agreement without our prior written approval.
9.3           We shall not be liable to you as a result of any delay or failure to perform our obligations under the Agreement as a result of any event beyond our reasonable control, including (but not limited to) strikes, lock-outs or other industrial disputes, act of God, war, riot, malicious damage, compliance with any Law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, or default of suppliers or subcontractors.
9.4           A person who is not a party to the Agreement shall have no rights under or regarding it.
9.5           The Agreement and any dispute arising out of or regarding it or its subject-matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Florida.
10               Definitions and Interpretations
10.1           In these Conditions the following terms shall have the following meanings:
“Affiliates” means any of our affiliated companies, parent or holding companies, subsidiaries or any other entity that directly or indirectly controls, is controlled by, or is under common control with us;
“Agreement” means the contract made between the Parties for the purchase and provision of Services, which incorporates the Sponsorship Letter and these Conditions;
“Charges“ means our charges for supplying the Services as set out in the Sponsorship Letter;
“Conditions” means these General Terms and Conditions; the relevant Special Terms and Conditions; and such other terms and conditions as may be notified to you by us from time to time;
“Confidential Information” means any non-public information disclosed to either Party, whether orally, in writing, through any means of communication, by or on behalf of the disclosing Party;
“Intellectual Property Rights” means all intellectual property rights of any nature whatsoever, whether registered or unregistered, and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world, including, without limitation, patents, copyright, trademarks, business names, domain names, rights in designs, rights in software, database right, and rights in confidential information (including know-how and trade secrets);
“Law” means any law, statute, regulation, or any other means, including any subordinate legislation, having force of law by way of government or regulatory authority in all cases as amended, re-enacted, replaced and supplemented;
“Sponsor” means the Sponsor, created by you with us, as set out on the Sponsorship Letter;
“Leads” means the name and contact details of a third party who has requested a quote for a product or service of yours in a particular category;
“Sponsorship Letter” means our standard Sponsorship Letter that you will be asked to complete and agree to when creating an account with us, and which sets out the details of the Services to be provided by us and which incorporates and is subject to these Conditions;
“Party” and “Parties” means (as appropriate) any reference to you and/or us;
“Services” means our provision of Leads to you, as set out on the Sponsorship Letter, and such other services that the Parties may agree and set out on the Sponsorship Letter;
“we” means International Information System Security Certification Consortium, Inc. and its subsidiaries whose registered office is 311 Park Place Blvd. Suite 400 Clearwater, FL 33759 who is entering into the Agreement, and “us”, “our” and “ours” shall be construed accordingly;
“you” means the natural or legal entity that is entering into the Agreement (as specified on the Sponsorship Letter or other communication from you to us) and “your” and “yours” shall be construed accordingly.
10.2           In these Conditions, the following rules shall apply:
(a)            headings are solely for ease of use and will not affect the construction or interpretation of these Conditions;
(b)            words in the singular shall include the plural, and vice versa;
(c)             any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(d)            a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

Updated July 10, 2018