These SANS Flow Down Terms ("Terms") govern your use of the SANS Security Awareness ("SSA") Training Materials and is a legal agreement between The Escal Institute of Advanced Technologies, Inc. /dba SANS Institute ("SANS") and you ("End User Customer"). These Terms will take effect when you receive the SSA Training Files ("Effective Date").
1. Definitions
1.1. End User Customer LMS means an End User Customer-supplied software application for the administration, documentation, tracking, reporting, and delivery of educational courses, training programs, or learning and development programs.
1.2. SSA Training Files means the SCORM files of the SSA Training Materials.
1.3. SSA Training Materials means SANS Security Awareness videos, interactive programs, online training content, exams, assessments, electronic materials, and other training products, as applicable and as separately licensed.
1.4. SSA Training Named User means any individual who has been issued a user login account at any time during the Subscription Term permitting such individual to access and use SSA Training Materials through the End User Customer LMS. An SSA Training Named User must be an employee, agent, contractor, or representative of End User Customer.
2. SSA Training Materials
2.1. End User Customer is granted a non-exclusive, non-transferable, and non-sublicensable license during the Subscription Term, as defined in Section 3, to access and use the SSA Training Files solely to administer the delivery of SSA Training Materials to SSA Training Named Users using your End User Customer LMS.
2.2. End User Customer may permit SSA Training Named Users to access and use the SSA Training Materials through the End User Customer LMS during the Subscription Term.
2.3. Use of SSA Training Materials during the Subscription Term is limited to no more than the number of purchased licenses for SSA Training Named Users.
2.4. End User Customer shall ensure that its SSA Training Named Users comply with the terms of this Agreement and shall be responsible for the acts or omissions of any SSA Training Named User, or person using an SSA Training Named User's login, in connection with their use of the SSA Training Materials not in conformity with these Terms.
3. Subscription Term
3.1. Each Subscription Term shall be twelve (12) months.
3.2. The initial Subscription Term shall commence upon End User Customer's receipt of SSA Training Files
3.3. Upon expiration or termination of a Subscription Term End User Customer shall a) cease all use of the SSA Training Materials and b) delete and/or destroy, and certify deletion/destruction of all SSA Training Materials, including SSA Training Files, in its possession.
4. Intellectual Property/Confidential Information
4.1. End User Customer acknowledges that SANS is the sole and exclusive owner of the SSA Training Materials, and any improvements and enhancements thereto and derivations thereof, and all intellectual property rights therein. Nothing in this Agreement transfers SANS' exclusive ownership of its intellectual property.
4.2. End User Customer may not: (i) except as expressly provided in these Terms, use, copy, modify, translate, or merge any such information or create derivative works therefrom; (ii) disable or circumvent any SANS licensing control feature; (iii) reverse-engineer, disassemble, or decompile such information, or otherwise attempt to access or determine its underlying source code, underlying user interface techniques or algorithms, or permit any such actions; (iv) distribute, lend, sublicense, rent or lease the above; and/or (v) attempt to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.