These terms and conditions of sale (these “Terms”) as well as those found on the Sponsorship Agreement (together, the “Agreement”) are the only terms which govern the sale of a sponsorship of an ISC2 event or webinar (the “Services”) by International Information System Security Certification Consortium, Inc. (“ISC2”) to the buyer named on the Sponsorship Agreement (“Sponsor”) (collectively, the “Parties”, and each, a “Party”). 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 Sponsorship Agreement serves as agreement “as is” to these terms and conditions.
Payment Terms:
The following payment terms are required along with a signed Sponsorship Agreement.
Full Payment: FULL PREPAYMENT BY CREDIT CARD, CHECK, OR BANK WIRE TRANSFER.
Credit: CREDIT WILL BE ACCEPTED IN PLACE OF FULL PREPAYMENT WITH AN APPROVED CREDIT APPLICATION. CREDIT REVIEW AND PURCHASE ORDER REVIEW TAKE FIVE BUSINESS DAYS EACH FOR APPROVAL. TERMS FOR CREDIT CAN CHANGE AT ANY MOMENT BASED ON SPONSOR’S CREDIT RATING AND PAYMENT WITH ISC2.
Federal & State Agencies: A PURCHASE ORDER WILL BE ACCEPTED IN PLACE OF PREPAYMENT.
The process for invoices is as follows:
We ask for any processes related to online invoicing be provided prior to ordering to avoid delays. If Sponsor chooses to use a third party to process its order, ISC2 is not responsible for any additional fees that the third party might charge. Please send credit applications and purchase orders directly to the ISC2 account manager working on Sponsor’s account.
Copyright and Proprietary Rights License:
Each Party grants to the other a non-exclusive, nontransferable, revocable, royalty-free, limited license to display such Party’s respective trademarks, service marks, logos, and materials (“Intellectual Property”), solely for the purposes of this Agreement and such Party’s standard trademark usage guidelines. The use of all Intellectual Property will be subject to approval of the other Party, which approval will not be unreasonably withheld or delayed. Neither Party shall acquire any rights of ownership to any copyrights, patents, trade secrets, trademarks, or other Intellectual Property of the other Party. Upon expiration or termination of this Agreement, each Party shall cease using any materials that bear the Intellectual Property of the other Party.
Privacy and Data Security
Miscellaneous Terms:
Termination
Notwithstanding any other provisions herein contained and without prejudice to any other rights such party may have, ISC2 may terminate this Agreement by notice to Sponsor if any of the following events occur:
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, Sponsor will receive a full refund of any fees paid in respect to the Services.
Limitation of Liability
IN NO EVENT SHALL ISC2 BE LIABLE TO SPONSOR 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 ISC2’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 ISC2 FOR THE SERVICES SOLD HEREUNDER OR USD FIFTY THOUSAND DOLLARS [USD $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 ISC2 IN PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT; (II) PERSONAL INJURY OR DEATH OR DAMAGE TO ANY REAL OR TANGIBLE PERSONAL PROPERTY CAUSED BY ISC2’S GROSSLY NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT; (III) A MATERIAL BREACH OF THE CONFIDENTIALITY OBLIGATIONS HEREIN.
Representations and Warranties of ISC2
ISC2 represents and warrants to Sponsor that:
Representations and Warranties of Sponsor
Sponsor represents and warrants to ISC2 that:
NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE SECTIONS ENTITLED REPRESENTATIONS AND WARRANTIES OF ISC2 AND REPRESENTATIONS AND WARRANTIES OF SPONSOR: (A) NEITHER ISC2 OR SPONSOR, 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) ISC2 AND SPONSOR 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.
Indemnification
Each party shall indemnify, defend, and hold 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 control 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 ISC2 be required to retain a collection agency or attorney to collect any outstanding amount due from Sponsor, Sponsor shall be responsible for all reasonable costs, attorneys’ fees and court costs to recover amount due.
Assignment/Subcontracting
Sponsor shall not assign any of its rights or subcontract any of its obligations under this Agreement without the prior written consent of ISC2. Any purported assignment or subcontract in violation of this section is null and void. No assignment or subcontract relieves Sponsor 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 Sponsor’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 Commonwealth of Virginia, United States excluding the United Nations Convention on Contracts for the International Sale of Goods. If Sponsor’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 Sponsor’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 Alexandria, VA. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. If Sponsor’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 Resolution by a sole 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 ISC2 of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by ISC2. 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 Sponsorship 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 Sponsorship 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 Sponsorship Agreement.
07-08-2018