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(ISC)² Terms and Conditions

Terms and Conditions for (ISC)² Supply of Training Services and Products to Business and Government Customers
Revised 03-16-2021

These terms and conditions of sale (these “Terms”) as well as those found on the Class Agreement (together, the “Agreement”) are the only terms which govern the sale of (ISC)² Classroom-Based, Online Instructor-Led, and Online Self-Paced training services (individually referred to as a “Class” or collectively the “Services”) and the physical and digital Class materials (the “Products”) by International Information System Security Certification Consortium, Inc. (“(ISC)²”) to the buyer named on the Class Agreement (“Company”). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms. Signing the Class Agreement serves as agreement “as is” to these terms and conditions.

Payment Terms:
The following payment terms are required along with a signed Class Agreement.

Full Payment: FULL PREPAYMENT BY CREDIT CARD, CHECK, OR BANK WIRE TRANSFER.

Purchase Order: CREDIT WILL BE ACCEPTED IN PLACE OF FULL PREPAYMENT WITH AN APPROVED CREDIT APPLICATION AND NET 30 COMPANY PURCHASE ORDER. CREDIT REVIEW AND PURCHASE ORDER REVIEW TAKE FIVE BUSINESS DAYS EACH FOR APPROVAL. TERMS FOR CREDIT CAN CHANGE AT ANY MOMENT BASED ON COMPANY’S CREDIT RATING AND PAYMENT WITH (ISC)².

The process for invoices is as follows:

  1. Invoice will be created upon order.
  2. Invoice due within agreed-upon terms (see Payment Terms above)
  3. All orders are non-refundable.
  4. Unless agreed otherwise, Classes are not confirmed/Products will not be delivered until full payment or approved purchase order is received.

We ask for any processes related to online invoicing be provided prior to ordering to avoid delays.

Federal & State Agencies: A PURCHASE ORDER WILL BE ACCEPTED IN PLACE OF FULL PAYMENT.

If Company chooses to use a third party to process its order, (ISC)² is not responsible for any additional fees that the third party might charge.

If paying by Check, remit payment to:

International Information System or (ISC)²
PO BOX 865882
Orlando, FL 32886-5882
866-331-ISC2 (4722)

If paying Electronically, remit payment to:

Wells Fargo
ABA# 121000248
ABA# (ACH) 063107513
Account# 2000008526296
Swift Code: WFBIUS6S

If issuing a Purchase Order (PO), send to:

(ISC)²
Attn: Finance
311 Park Place Blvd., Ste. 400
Clearwater, FL 33759
866-331-ISC2 (4722)

Or by email to arprocessing@isc2.org

Please send credit applications and purchase orders directly to the (ISC)² account manager working on Company’s account.

Order Processing and Days for Fulfillment:
Physical Products: (ISC)² will ship physical Products to the location listed in the Class Agreement. Unless expressly agreed to by the parties, (ISC)² shall deliver the physical Products to the location listed in the Class Agreement, using (ISC)²’s or its vendor’s standard methods for packaging and shipping of the Products. Delivery will be made FOB Warehouse.

Digital Products: Digital Products will be released to the e-mails provided to (ISC)².

Days for Fulfillment: For Classroom-Based and Online Instructor-Led training, (ISC)² requires a minimum number of days to process an order. The minimum number of days for fulfillment of an order are set out below:

Product Order Minimum Number of Days for Fulfillment of Order
Product (physical or digital) 15 calendar days
Instructor 30 calendar days
Rush Orders - A surcharge of $300 + expedited shipping (2-day or overnight, where applicable) will be invoiced to Company for physical Product orders placed less than 7 business days before materials are needed and for digital Product orders placed less than 2 business days before materials are needed.

Any time quoted for delivery is an estimate only; provided, however that (ISC)² shall use commercially reasonable efforts to deliver all Products on or before the requested delivery date. (ISC)² is not liable for or in respect of any loss or damage arising from any delay in filling an order, failure to deliver, or delay in delivery. No delay in the shipment or delivery of any Product relieves Company of its obligations under this Agreement, including accepting delivery of any remaining installment or other orders of Products. Risk of loss and title to Products shipped under any Class Agreement passes to Company upon (ISC)²’s delivery of such Products to the carrier at its warehouse.

Class Cancellation Fee:
For Classroom-Based and Online Instructor-Led training, Company may cancel without cause upon written notice to (ISC)² at any time prior to the start of the Class upon payment of an amount based on the following price:

Up to 30 calendar days prior to the first day of Class 50% of Class Agreement amount
Less than 30 calendar days prior to the first day of Class 100% of Class Agreement amount

Student Eligibility:
Attendance at (ISC)² Classes are limited to employees of Company. Without prior written consent, resale of an (ISC)² Class to the general public is strictly prohibited and will be cause for immediate termination of the Class without refund to Company.

Last-Minute Substitutions:
For Classroom-Based and Online Instructor-Led training, if an emergency prevents the designated instructor from teaching the Class, (ISC)² reserves the right to substitute a qualified replacement. If a suitable replacement cannot be found, (ISC)² reserves the right, with Company ’s consent, to postpone the Class. If postponement is not convenient for Company , (ISC)² may cancel the Class, in which case all payments made by Company will be refunded.

If an emergency prevents a student from attending a Class before the Class begins, Company may designate a substitute. If an emergency causes a student to miss one or more days of a multi-day class, (ISC)² discourages attendance by substitutes, since subsequent days of instruction assume exposure and understanding to preceding material. Each separate person who receives online Products will be treated as an enrolled student, and Company agrees to pay additional fees, if any, due to (ISC)² for additional enrollees.

Copyright and Proprietary Rights License:
Company acknowledges that (ISC)² owns all rights, title and interest in and to all Products, all of which are protected by copyright laws and shall not be shared, copied, recorded or reproduced by Company by any means for any purpose. (ISC)² grants Company’s students a limited license to use the Products in furtherance of the Services contemplated herein and for no other purpose.

Commitment to Quality:
(ISC)² commits that it has the requisite resources, skill, experience and qualifications to perform the Services under this Agreement in a professional and workmanlike manner, in accordance with commercially reasonable industry standards for similar services. To provide the highest quality and consistent classroom experience, we ask our companies to follow through with the following items:

  1. Do not provide any special add-on materials, sessions, special giveaways, or other offers as part of the Class which may modify the Products or Class requirements provided by (ISC)² without the prior written approval of (ISC)²;
  2. Ensure Class times begin as advertised; and
  3. Supply accurate information on the Class Agreement. If (ISC)² has reasons to believe that inaccurate information provided on the Class Agreement will affect the outcome of the Class, (ISC)² reserves the right to withhold shipment of Products without penalty.

Classroom-Based Training Requirements
For Classroom-Based Training, Company shall provide suitable space, furniture, support equipment, Internet access, and other items necessary for conducting the Class. For more information about recommended Class equipment, please contact the (ISC)² Account Manager working on Company’s account.

Miscellaneous Terms:

Termination
Notwithstanding any other provisions herein contained and without prejudice to any other rights such party may have, (ISC)² may terminate this Agreement by notice to Company if any of the following events occur:

  1. if the Company commits any breach of the Terms including the terms, conditions and provisions of any form, purchase order, or schedule attached or adopted hereto and fails to remedy such breach (unless it is a breach which entitles (ISC)² to terminate this Agreement immediately or insofar as such breach is not capable of remedy to furnish adequate compensation therefor) within thirty (30) days after receiving written notice requiring it to do so;
  2. if the Company becomes bankrupt or compounds or makes any arrangement with or for the benefit of its creditors or (being a company) enters into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a bona fide reconstruction or amalgamation without insolvency) or has an administrator or manager appointed of the whole or substantially the whole of its undertakings.

Termination of these Terms will be without prejudice to any accrued rights of either party and will not affect obligations which are expressed not to be affected by expiry or termination hereof.

Force Majeure
Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Events"): (a) acts of God; (b) flood, fire, earthquake, hurricane, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns, or other industrial disturbances; (i) shortage of adequate power or transportation facilities; and (j) medical emergency, or other emergencies. The Impacted Party shall give notice within 10 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

In the event that the Impacted Party's failure or delay remains uncured for a period of sixty (60) days following notice given by it under this section and may thereafter terminate this Agreement. Upon such termination, Company will receive a full refund of any fees paid in respect to the Class.

Limitation of Liability
IN NO EVENT SHALL (ISC)² BE LIABLE TO COMPANY OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT (ISC)² HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL (ISC)²’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TWO (2) TIMES THE TOTAL OF THE AMOUNTS PAID TO (ISC)² FOR THE PRODUCTS AND SERVICES SOLD HEREUNDER or FIFTY THOUSAND DOLLARS [$50,000], WHICHEVER IS LESS.

THE LIMITATION OF LIABILITY SET FORTH ABOVE SHALL NOT APPLY TO DAMAGES OR LIABILITIES RESULTING FROM: (I) THE GROSSLY NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT OF (ISC)² IN PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT; (II) PERSONAL INJURY OR DEATH OR DAMAGE TO ANY REAL OR TANGIBLE PERSONAL PROPERTY CAUSED BY (ISC)²’S GROSSLY NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT; (III) A MATERIAL BREACH OF THE CONFIDENTIALITY OBLIGATIONS HEREIN.

Representations and Warranties of (ISC)²
(ISC)² represents and warrants to Company that:

  1. it is a corporation, duly organized, validly existing and in good standing under the laws of the Massachusetts.
  2. it has the full right, corporate power and authority to enter into this Agreement, to grant Company the rights and licenses set forth herein, and to perform its obligations hereunder;
  3. the execution, delivery and performance of this Agreement by (ISC)² will not violate, conflict with, require consent under or result in any breach or default under (a) any of (ISC)²’s organizational documents (including its certificate of incorporation and by-laws), (b) any applicable Law or (c) the provisions of any material contract or agreement to which (ISC)² is a party or to which any of its material assets are bound; and
  4. it is in material compliance with all applicable laws relating to this Agreement, its Services and Products, and the operation of its business.

Representations and Warranties of the Company
Company represents and warrants to (ISC)² that:

  1. it has the full right, corporate power and authority to enter into this Agreement, to grant Company the rights and licenses set forth herein, and to perform its obligations hereunder;
  2. the execution, delivery and performance of this Agreement by Company will not violate, conflict with, require consent under or result in any breach or default under (a) any of Company ’s organizational documents (including its certificate of incorporation and by-laws), (b) any applicable Law or (c) the provisions of any material contract or agreement to which Company is a party or to which any of its material assets are bound; and
  3. it is in material compliance with all applicable laws relating to this Agreement, the use of (ISC)²’s Services and Products, and the operation of its business;

NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE SECTIONS ENTITLED REPRESENTATIONS AND WARRANTIES OF (ISC)², REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND COMMITMENT TO QUALITY: (A) NEITHER (ISC)² OR COMPANY , NOR ANY OTHER PERSON ON SUCH PARTY'S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) (ISC)² AND COMPANY BOTH ACKNOWLEDGE THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION AND THE COMMITMENT TO QUALITY SECTION OF THIS AGREEMENT.

Confidentiality
From time to time, either party (as the "Disclosing Party") may disclose or make available to the other party (as the "Receiving Party") information about its business affairs, products, services, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information shall not include information that, at the time of disclosure: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this section by the Receiving Party or any of its representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information; or (e) is required to be disclosed pursuant to applicable federal, state, or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction. The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this agreement; and (iii) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Receiving Party shall be responsible for any breach of this section caused by any of its representatives. The Disclosing Party may seek equitable relief (including injunctive relief) against the Receiving Party and its representatives to prevent the breach or threatened breach of this section and to secure its enforcement, in addition to all other remedies available at law. On the expiration or termination of this Agreement, the Receiving Party and its representatives shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed.

Privacy and Data Security

  1. Personal Information: The term “Personal Information” shall mean a natural person’s name, e-mail address, social security number, medical or healthcare data, other protected health information, driver’s license number, state identification number, credit card number, debit card number, address, unpublished telephone number, account number, account histories, personally identifiable photos, personally identifiable videos, Internet browsing history, biometric records, passwords or other non-public personal information as defined in any privacy or cyber laws.
  2. Standard of Care: Company acknowledges and agrees that, during its engagement with (ISC)², Company may create, receive, or have access to Personal Information. Company shall comply with the terms and conditions set forth in this Agreement in its creation, collection, receipt, transmission, storage, disposal, use, and disclosure of such Personal Information and be responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of Personal Information under its control or in its possession by all authorized employees or authorized persons. Company shall be responsible for, and remain liable to, (ISC)² for the actions and omissions of all persons that are not authorized employees or authorized persons concerning the treatment of Personal Information as if they were Company’s own actions and omissions.
  3. Confidentiality of Personal Information: Personal Information is deemed to be Confidential Information. In the event of a conflict or inconsistency between this section and the confidentiality sections of this Agreement, the terms and conditions set forth in this section shall govern and control.
  4. In recognition of the foregoing, Company agrees and covenants that it shall:
    1. keep and maintain all Personal Information in strict confidence, using such degree of care as is appropriate to avoid unauthorized access, use, or disclosure;
    2. not create, collect, receive, access, or use Personal Information in violation of law;
    3. use and disclose Personal Information solely and exclusively for the purposes for which the Personal Information, or access to it, is provided pursuant to the terms and conditions of this Agreement, and not use, sell, rent, transfer, distribute, or otherwise disclose or make available Personal Information for Company’s own purposes or for the benefit of anyone other than (ISC)², in each case, without (ISC)²’s prior written consent; and
    4. not, directly or indirectly, disclose Personal Information to any person other than its authorized employees or authorized persons, including any, subcontractors, agents, or auditors (an “Unauthorized Third Party”), without (ISC)²’s prior written consent unless and to the extent required by Government Authorities or as otherwise, to the extent expressly required, by applicable law, in which case, Company shall (i) use best efforts and to the extent permitted by applicable law notify (ISC)² before such disclosure or as soon thereafter as reasonably possible; (ii) be responsible for and remain liable to (ISC)² for the actions and omissions of such Unauthorized Third Party concerning the treatment of such Personal Information as if they were Company’s own actions and omissions; and (iii) require the Unauthorized Third Party that has access to Personal Information to execute a written agreement agreeing to comply with the terms and conditions of this Agreement relating to the treatment of Personal Information.
  5. Company represents and warrants that its creation, collection, receipt, access, use, storage, disposal, and disclosure of Personal Information does and will comply with all applicable federal, state, and foreign privacy and data protection laws, as well as all other applicable regulations and directives.
  6. Company acknowledges and agrees that (i) (ISC)², its subsidiary or its affiliates may be retained as sub-processors; and (ii) (ISC)², its parent company, subsidiary or its affiliates respectively may engage third-party sub-processors in connection with the provision of this Agreement.
  7. Where Company processes personal data within the European Economic Area (EEA), both Company and (ISC)² agree to abide by the standard contractual clauses for the transfer of personal data from the Community to third countries (controller to controller transfers) located at http://www.isc2.org//-/media/Files/OTP-Model-Clauses.ashx (the “Clauses”). For purposes of this section:
    1. Company acknowledges and agrees that by executing this Agreement, it has read, agrees to, and is executing the Clauses as the Data Exporter.
    2. (ISC)² acknowledges and agrees that by executing this Agreement, it has read, agrees to, and is executing the Clauses as the Data Importer.
    3. (ISC)²’s contact information for the notice requirements of the Clauses shall be: Attn: (ISC)² Legal, 311 Park Place Blvd., Suite 400, Clearwater, FL 33759, United States. Company’s contact information shall be the same as provided on the Class Agreement.
    4. The data subjects of the transfers will be the Customers who purchase or express interest in an (ISC)² Class or (ISC)² Certification.
    5. Company may submit Personal Data to (ISC)², the extent of which is determined and controlled by Company in its sole discretion, and which may include, but is not limited to Personal Data relating the following categories of data subjects: Prospects; Customers; Business Partners; and (ISC)² Members (who are natural persons).
    6. The categories of personal data being transferred concern the following categories of data: First and Last Name; Job Title; Position; Employer; Contact Information (e-mail, phone, address); and Professional Life Data.
    7. If Company downloads and signs a copy of the Clauses, Company shall send their executed copy to (ISC)². Both Parties agree to execute and produce a separate copy of the Clauses upon request by either Party.

Indemnification
Each party shall indemnify, defend, and h(ISC)²d the other party harmless from and against any and all claims, actions, suits, demands, assessments, or judgments asserted, and any and all losses, liabilities, damages, costs, and expenses (including attorneys’ fees, accounting fees, and investigation costs to the extent permitted by law) alleged or incurred arising out of or relating to any operations, acts, or omissions of the indemnifying party or any of its employees, agents, and invitees in the exercise of the indemnifying party’s rights or the performance or observance of the indemnifying party’s obligations under this Agreement. Prompt notice must be given of any claim, and the party who is providing the indemnification will have contr(ISC)² of any defense or settlement.

Equitable Relief
The Parties hereby acknowledge and agree that a breach of the provisions of this Agreement by a party cannot reasonably or adequately be compensated in damages in an action at law and that a breach of any of the provisions contained in this Agreement by a party will cause irreparable harm and significant injury and damage to the other party. By reason thereof, the Parties agree and acknowledge that the aggrieved party shall be entitled, in addition to any other remedies it may have under this Agreement or otherwise, to seek and obtain immediate preliminary, interim, and permanent injunctive, or other equitable relief to prevent or curtail any actual or threatened breach of this Agreement; provided, however, that no specification in this Agreement of a specified legal or equitable remedy shall be construed as a waiver or a prohibition against pursuing other legal or equitable remedies in the event of such a breach.

Fees and Costs
In the event of any mediation, arbitration, or litigation, the prevailing party shall be entitled to an award of its reasonable attorneys’ and legal assistants’ fees and costs, in addition to any other award, whether incurred in preparation of, or in mediation, at arbitration, at trial, on appeal or in bankruptcy proceedings. This provision shall survive any expiration or termination of this Agreement.

Attorneys’ Fees
Should (ISC)² be required to retain a c(ISC)²lection agency or attorney to c(ISC)²lect any outstanding amount due from Company, Company shall be responsible for all reasonable costs, attorneys’ fees and court costs to recover amount due.

Assignment/Subcontracting
Company shall not assign any of its rights or subcontract any of its obligations under this Agreement without the prior written consent of (ISC)². Any purported assignment or subcontract in vi(ISC)²ation of this section is null and void. No assignment or subcontract relieves Company of any of its obligations under this Agreement.

Relationship of the Parties
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

Cumulative Rights
All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise.

Compliance with Laws
Each Party shall at all times comply with all federal, state, local and foreign laws, ordinances, regulations, and orders that are applicable to the operation of its business, including privacy and data security regulations, and this Agreement and its performance hereunder. Without limiting the generality of the foregoing, each Party shall at all times, at its own expense, obtain and maintain all certifications, credentials, authorizations, licenses, and permits materially necessary to conduct that portion of its business relating to the exercise of its rights and the performance of its obligations under this Agreement.

Governing Law
If Company’s principal place of business is located in North America, South America, Asia, or Australia, this Agreement shall be construed and enforced according to the laws of the State of Florida, United States excluding the United Nations Convention on Contracts for the International Sale of Goods. If Company’s principal place of business is located in Europe, the Middle East, or Africa, this Agreement shall be construed and enforced according to the laws of England and Wales excluding the Contracts (Rights of Third Parties) Act 1999 and United Nations Convention on Contracts for the International Sale of Goods.

Arbitration
If Company’s principal place of business is located in North America, South America, Asia, or Australia, all claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in Clearwater, FL. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. If Company’s principal place of business is located in Europe, the Middle East, or Africa, all claims and disputes arising under or relating to this Agreement are to be settled under the Rules of Arbitration of the International Centre for Dispute Res(ISC)²ution by a s(ISC)²e arbitrator appointed in accordance with the said Rules. The arbitration shall be held in London, UK in the English Language. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by an arbitrator experienced in intellectual property law, intellectual property licensing, and educational services and shall include a written record of the arbitration hearing. The Parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.

Waiver
No waiver by (ISC)² of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by (ISC)². No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Separate Provisions
The provisions of this Agreement are severable. In the event any provision of this Agreement is found to be invalid, illegal, or unenforceable by any act of Congress or act of any legislature or by any regulation duly promulgated by the United States or a state acting in accordance with the law, or declared null and void by any court of competent jurisdiction, then any such part shall be reformed, if possible, to conform to the law and, in any event, the remaining parts of this Agreement shall be fully effective and operative insofar as reasonably possible. If not, such provision shall be severable from this Agreement and shall not affect the enforceability or validity of any other provision contained in this Agreement and shall continue to be binding upon the Parties hereto.

Survival
Neither the termination nor expiration of this Agreement relieves either Party from its obligations to pay the other any sums accrued hereunder. The Parties agree that their respective rights, obligations, and duties as well as any rights, obligations, and duties that, by their nature, extend beyond the termination or expiration of this Agreement survive any termination or expiration and remain in effect thereafter.

Entire Agreement
These Terms, in conjunction with the Class Agreement, set forth the entire understanding of the parties with respect to its subject matter, superseding all other written or oral agreements, and may not be altered except by written agreement signed by both parties. No terms or conditions contained in any purchase order or other document supplied by Company modify or supersede these terms and conditions.

Counterparts
This Agreement may be executed in any number of original or facsimile counterparts, each of which is deemed an original and all of which together constitute one and the same instrument.

Previous Versions
Below are previous versions of our Terms. They are effective as they correspond to the signature date on your Class Agreement.

04-20-2017
10-30-2018

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