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(ISC)² Terms and Conditions

Terms and Conditions for (ISC)² Supply of Goods and Services to Business and Government Customers

Revised 10-30-2018

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 the goods (“Goods”) and services (“Services”) by the 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 Goods and 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:

In order to reserve course dates and instructor availability, the following payment terms are required along with a signed Class Agreement. 

Full Payment: FULL PRE-PAYMENT BY CREDIT CARD, CHECK, OR BANK WIRE

Purchase Order: CREDIT WILL BE ACCEPTED IN PLACE OF FULL PAYMENT WITH AN APPROVED CREDIT APPLICATION AND NET 30 COMPANY PURCHASE ORDER.  CREDIT REVIEW AND PO REVIEW TAKE FIVE BUSINESS DAYS EACH FOR APPROVAL.  

 

The process for invoices is as follows:

1. Invoice will be created upon order.  

2. Exam vouchers may be delivered along with invoice.

3. Invoice due 30 days (Net 30) from invoice date.

4. All orders are non-refundable.

We ask for any processes related to online invoicing be provided upfront so we can bill at the end of class. 

 

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

If Company chooses to use a third party to process this order, (ISC)² is not be responsible for any additional fee that the 3rd party might charge.

 

If paying by Check, remit payment to:

(ISC)² 

Attn: Finance

311 Park Place Blvd., Ste. 400

Clearwater, FL 33759

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 over a copy of your credit application and purchase order directly to your account manager

 

Class Cancellation Fee:

Company may cancel without cause upon written notice to (ISC)² at any time prior to the class upon payment of an amount based on the following price:

 

Up to 30 business days prior to the first day of class:

50% of Class Agreement amount

 

Less than 30 days prior to the first day of class:

100% of Class Agreement amount

 

 

As soon as Company meets the terms of payment, (ISC)² will confirm the instructor.  Up to 30 days before the first day of class, if Company needs to change either the class date or course outline (i.e. request a Change Order), a $1,000 administrative fee will be charged to Company if (ISC)² is able to meet the request.

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 course without refund to Company .

Last-Minute Substitutions:

If an emergency prevents the designated instructor from teaching this course, (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 course.  If postponement is not convenient for Company , (ISC)² may cancel the course, in which case all payments made by Company will be refunded. 

If an emergency prevents a student from attending a course before the course 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 on-line course materials 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 Goods, 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 Goods 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 possible quality classroom instruction, we ask our Company s to follow through with the following items:

1. Meeting coordinating deadlines and supplying accurate information on the Class Agreement.  

2. Supply a comfortable and spacious classroom environment as specified in the Classroom Requirements section of this Agreement.

3. Supply a correct list of student names and e-mail addresses by Day 2 of the class.

Penalties may be applied if we do not have requested information in a timely fashion. If (ISC)² has reason to believe that our lack of information from Company will affect the outcome of the class, either in regard to quality or reputation, we reserve the right to cancel or postpone the class.

 

Classroom Requirements

When hosting an (ISC)² class, you will need to provide the following classroom furnishings including audio/visual equipment:

1. Classroom facilities (Please Set-up Schoolroom Style with 2 chairs per 6/8-foot table)

2. Classroom should have a minimum of 30 square feet per student, a head table for the instructor, and padding in the seats.

3. One Data (LCD) Projector (1500 Lumens or Above)

4. One Fast Fold screen (we recommend that it reach up to 1-2 feet up to the ceiling). Please set screen in front (center) of the room. We recommend that you have someone sit in the back and end row of the seats to make sure they can clearly see the image on the screens.

5. One Lavaliere wireless microphone (for classes 40 or above)

6. Internet Access for Instructor and Each one of the Students preferred.

7. Power at Each Student Table (Hands-On Classes Only) for Laptops

8. Erase board

 

A quality learning environment is very important to the quality of training and the learning experience.

If you have any issues in providing the necessary classroom set-up, please contact your (ISC)2 account manager immediately. 

 

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 the Supplier to terminate the Goods and Services 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 course. 

 

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 ISC2 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 GOODS 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, the Goods and Services 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, and the use of the Goods and Services 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 ISC2 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 and Security

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.

 

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.

 

Governing Law and Dispute Resolution 

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any controversy or claim between the parties arising from or relating to this Agreement shall exclusively be resolved by arbitration in Florida, under the Commercial Arbitration Rules of the American Arbitration Association, before a single arbitrator.  The arbitrator shall have the discretion to award the substantially prevailing party recovery of its expenses of arbitration, including reasonable attorney’s fees, from the substantially non-prevailing party.  The arbitration award shall be final and binding upon the parties, and judgment upon the award may be entered in any court having 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.

 

Assignment

Company shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of (ISC)². Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation 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.

 

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

 

Terms and Conditions for (ISC)² Supply of Goods and Services to Business and Government Customers

Revised 04-20-2017

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 the goods (“Goods”) and services (“Services”) by the 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 Goods and 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:
In order to reserve course dates and instructor availability, the following payment terms are required along with a signed Class Agreement.

Full Payment: FULL PRE-PAYMENT BY CREDIT CARD, CHECK, OR BANK WIRE

Purchase Order: CREDIT WILL BE ACCEPTED IN PLACE OF FULL PAYMENT WITH AN APPROVED CREDIT APPLICATION AND NET 30 COMPANY PURCHASE ORDER. CREDIT REVIEW AND PO REVIEW TAKE FIVE BUSINESS DAYS EACH FOR APPROVAL. The process for invoices is as follows:

1. Invoice will be created upon roster receipt.
2. Exam vouchers may be delivered along with invoice.
3. Invoice due 30 days (Net 30) from invoice date.

We ask for any processes related to online invoicing be provided upfront so we can bill at the end of class.

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

If Company chooses to use a third party to process this order, (ISC)² is not be responsible for any additional fee that the 3rd party might charge.

If paying by Check, remit payment to:

(ISC)²
Attn: Finance
311 Park Place Blvd., Ste. 400
Clearwater, FL 33759
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 over a copy of your credit application and purchase order directly to your account manager.

Class Cancellation Fee:
Company may cancel without cause upon written notice to (ISC)² at any time prior to the class upon payment of an amount based on the following price:

  • Up to 30 business days prior to the first day of class: 50% of Class Agreement amount
  • Less than 30 days prior to the first day of class: 100% of Class Agreement amount

As soon as Company meets the terms of payment, (ISC)² will confirm the instructor. Up to 30 days before the first day of class, if Company needs to change either the class date or course outline (i.e. request a Change Order), a $1,000 administrative fee will be charged to Company if (ISC)² is able to meet the request.

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 course without refund to Company .

Last-Minute Substitutions:
If an emergency prevents the designated instructor from teaching this course, (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 course. If postponement is not convenient for Company , (ISC)² may cancel the course, in which case all payments made by Company will be refunded.

If an emergency prevents a student from attending a course before the course 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 on-line course materials 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 Goods, 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 Goods 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 possible quality classroom instruction, we ask our Company s to follow through with the following items:

1. Meeting coordinating deadlines and supplying accurate information on the Class Agreement.
2. Supply a comfortable and spacious classroom environment as specified in the Classroom Requirements section of this Agreement.
3. Supply a correct list of student names and e-mail addresses by Day 2 of the class.

Penalties may be applied if we do not have requested information in a timely fashion. If (ISC)² has reason to believe that our lack of information from Company will affect the outcome of the class, either in regard to quality or reputation, we reserve the right to cancel or postpone the class.

Classroom Requirements
When hosting an (ISC)² class, you will need to provide the following classroom furnishings including audio/visual equipment:

1. Classroom facilities (Please Set-up Schoolroom Style with 2 chairs per 6/8-foot table)
2. Classroom should have a minimum of 30 square feet per student, a head table for the instructor, and padding in the seats.
3. One Data (LCD) Projector (1500 Lumens or Above)
4. One Fast Fold screen (we recommend that it reach up to 1-2 feet up to the ceiling). Please set screen in front (center) of the room. We recommend that you have someone sit in the back and end row of the seats to make sure they can clearly see the image on the screens.
5. One Lavaliere wireless microphone (for classes 40 or above)
6. Internet Access for Instructor and Each one of the Students preferred.
7. Power at Each Student Table (Hands-On Classes Only) for Laptops
8. Erase board

A quality learning environment is very important to the quality of training and the learning experience.

If you have any issues in providing the necessary classroom set-up, please contact your (ISC)² account manager immediately.

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 the Supplier to terminate the Goods and Services 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 course.

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 ISC2 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 GOODS 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, the Goods and Services 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, and the use of the Goods and Services 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 ISC2 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 and Security
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.

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.

Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any controversy or claim between the parties arising from or relating to this Agreement shall exclusively be resolved by arbitration in Florida, under the Commercial Arbitration Rules of the American Arbitration Association, before a single arbitrator. The arbitrator shall have the discretion to award the substantially prevailing party recovery of its expenses of arbitration, including reasonable attorney’s fees, from the substantially non-prevailing party. The arbitration award shall be final and binding upon the parties, and judgment upon the award may be entered in any court having 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.

Assignment

Company shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of (ISC)². Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation 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.

Previous Versions

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

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