Workforce Security and Risk Training Services Supplemental Terms 0526

These WORKFORCE SECURITY AND RISK TRAINING SERVICES SUPPLEMENTAL TERMS ("Terms") govern your use of the Products and constitutes 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 use the Products. Nothing in these Terms modifies or supersedes the Master Training and Services Agreement, End User License Agreement, or Master License and Services Agreement (the "Agreement") between the Parties. Capitalized terms not defined herein shall, unless otherwise indicated, have the same meaning ascribed to such terms in the Agreement.  In the event of a conflict between these Terms and any Product Specific Terms, the Product Specific Terms shall govern solely with respect to the applicable Product or Service.

1. DEFINITIONS.

1.1. Active User means, where specified in a Price Quote or applicable Product Specific Terms, the number of unique individuals who access the applicable platform or service during the relevant measurement period.

1.2 End User Customer Learning Management System or 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.

1.3. Workforce 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 Workforce Training Materials through the Workforce Training Services, including any platform or system made available by SANS, or through the End User Customer LMS as applicable. A Workforce Training Named User must be an employee, agent, contractor, or representative of End User Customer unless otherwise authorized by SANS, and End User Customer is responsible for all acts and omissions of each Workforce Training Named User and of any person using such individual’s credentials.

1.4. Workforce Training Services means the provision by SANS of Workforce Training Materials or related services to End User Customer or its Workforce Training Named Users.

2. WORKFORCE TRAINING SERVICES. Except as set forth in the Price Quote:

2.1. End User Customer is granted a non-exclusive, non-transferable, and non-sublicensable license during the Subscription Term to access and use the Workforce Training Services solely to administer the delivery of Workforce Training Services to Workforce Training Named Users; add or delete Workforce Training Named Users; assign training; run reports; customize themes; customize system notification messages; enable Workforce Training Named Users to view Workforce Training Materials and receive Workforce Training Services, and, to the extent specifically authorized by SANS; supplement Workforce Training Materials with related training materials for presentation to Workforce Training Named Users. Use of Workforce Learning Platform for delivery of any other content is strictly prohibited, and End User Customer may not permit any third party to use the Workforce Training Services for such third party’s independent business purposes, for service bureau use, or as an application service provider.

2.2. End User Customer may permit Workforce Training Named Users to access and use the Workforce Training Materials through the SLP during the Subscription Term to view Workforce Training Materials and receive Workforce Training Services.

2.3. Use of Workforce Training Materials during the Subscription Term is limited to no more than the number of Workforce Training Named Users set forth in the Price Quote, or, where the applicable Price Quote uses a different usage metric, the applicable usage metric stated in the Price Quote.  Any use in excess of the permitted usage metric may be invoiced by SANS at the applicable excess use fees set forth in the Price Quote or, if no such excess use fees are specified, at SANS’ then-current rate for excess usage.

2.4. Each of the Workforce Training Materials will have a separate Workforce Training Named User account.

2.5. End User Customer grants SANS all necessary rights to authorize it, its affiliates, and its subprocessors a non-exclusive right to Process data solely as necessary to provide the Workforce Training Services to End User Customer and its Workforce Training Named Users, including hosting, transmission, display, and other processing of such data in connection the provision of the Workforce Training Services .

2.6. End User Customer shall:

2.6.1. ensure that its Workforce Training Named Users comply with the terms of this Agreement and shall be responsible for the acts or omissions of any Workforce Training Named User, or person using an Workforce Training Named User’s login, in connection with their use of the Workforce Training Materials, or access to Litmos, PhishingBox, or any Workforce Training Services not in conformity with this Agreement;

2.6.2. notify SANS within five (5) business days of any known unauthorized use of End User Customer’s or any Workforce Training Named User’s account, and immediately notify SANS if End User Customer becomes aware of circumstances indicating an actual or suspected breach of these Terms, the Agreement, or any applicable Product Specific Terms;

2.6.3. not copy, reproduce, distribute, display, modify or create derivative works based upon all or any portion of the Workforce Training Materials or any Workforce Training Services in any medium, without the express written consent of SANS, or permit any other person to do so;

2.6.4. not sell, resell, rent, or lease the Workforce Training Materials or access to Litmos, PhishingBox, or any Workforce Training Services, or permit any other person to do so;

2.6.5. not interfere with or disrupt the performance of any Workforce Training Services, or permit any other person to do so;

2.6.6. not provide access to anyone other than an authorized Workforce Training Named User;

2.6.7. not attempt to gain unauthorized access to any Workforce Training Services or any Workforce Training Material, or permit any other person to do so;

2.6.8 not access or use the Workforce Training Materials or any Workforce Training Services for purposes of benchmarking, competitive analysis, or developing a competing product or service;

2.6.9. not upload, create, or make available through the Workforce Training Services any content except as expressly permitted by SANS in writing for the applicable Product or Service;

2.6.10. cooperate with SANS in investigating suspected misuse, unauthorized access, or violations of these Terms, including providing information reasonably requested by SANS for audit, compliance, or enforcement purposes; and

2.6.11. not submit to the Workforce Training Services any data or content that SANS identifies as prohibited, including sensitive or regulated personal information where the applicable Product or Service is not intended to receive such information.

3. WORKFORCE TRAINING NAMED USERS AND LEARNING PLATFORM

3.1. Each individual permitted to access or use any Workforce Training Services must be assigned a unique user login and will be considered an Workforce Training Named User. End User Customer may not permit more than one person to access or share a single user login account, nor otherwise attempt to circumvent licensing metrics.

3.2. Once credentialed, an Workforce Training Named User continues to be counted in the Workforce Training Named User metrics even if that Workforce Training Named User ceases to have a login account. New Workforce Training Named Users must be added and may not be substituted for prior Workforce Training Named Users, unless the applicable Price Quote or Product Specific Terms expressly permit substitution or use a different usage metric.

3.3. End User Customer must adhere to SANS’ reasonable guidelines to ensure system performance, including those regarding data purging, hosting hardware and infrastructure, and loads per instance.

3.4. SANS reserves the right to limit the number of Workforce Training Named Users eligible for SANS training for system performance.

3.5. End User Customer may not use the Workforce Training Services: (i) to deliver or make available any training content other than SANS-provided Workforce Training Materials, except for supplemental materials expressly permitted under these Terms; (ii) to deliver training or manage data on behalf of any third party; (iii) to provide software, training, or content development services to third parties; (iv) on a service bureau, time-share basis, or application service provider basis; and/or (v)  in any manner that would cause SANS to breach its obligations to a third-party provider whose platform or services are incorporated into the Workforce Training Services.

3.6. End User Customer may not, at any time, provision or assign users to the Workforce Training Services in excess of 1.05 times the number of Named Users set forth in the Agreement and/or Price Quote, and SANS may monitor usage and invoice End User Customer for excess usage in accordance with the Price Quote.

3.7. SANS may, upon reasonable notice, require End User Customer to provider written certifications or information reasonably necessary to verify compliance with the usage metrics, restrictions, and user eligibility requirements to the Workforce Training Services.

4. SUPPORT

4.1. Unless expressly stated otherwise in a Price Quote, SANS will provide support for the Workforce Training Services to End User Customer and not directly to individual Workforce Training Named Users.  End User Customer is responsible for first-line support and internal administration for its Workforce Training Named Users.

5. SUSPENSION

5.1. In addition to any suspension rights set forth in the Agreement, SANS may suspend access to all or part of the Workforce Training Services immediately upon notice, or without prior notice where reasonably necessary, if SANS determines that such suspension is necessary to prevent unauthorized access, misuse, excess usage, security risk, legal exposure, or breach of obligations owed by SANS to a third-party service provider.

6. THIRD-PARTY HOSTED SERVICES

6.1. Certain Workforce Training Services may be delivered through third-party hosted platforms, integrations, or services.  End User Customer acknowledges that use of such third-party hosted services may be subject to additional Product Specific Terms, additional technical limitations, and additional usage restrictions.