By purchasing a SANS Voucher Account, the Customer (“Customer”) represents it has read, understands, and agrees to the following:
1. UTILIZATION OF VOUCHER ACCOUNT AND VOUCHER FUNDS
a. All SANS training and Global Information Assurance Certification (“GIAC”) procured through the Voucher Account, as defined herein, will be based on SANS' published retail prices at the time of registration and cannot be combined with other discounts or promotional offers, other than as provided for within this Agreement.
b. SANS’ voucher account program (“Voucher Program” or “Program”) permits Customer, upon receipt of payment of an agreed upon training investment (“Customer Investment Total” or “Voucher Funds”), to manage their training budget from a single SANS account (“Voucher Account”).
c. Customer is responsible for the payment of any state or local, sales or use, or similar fees or taxes arising as a result of the Voucher Program.
d. Voucher Funds have cash value and are utilized to purchase SANS training and/or GIAC certification. It is the Customer’s responsibility to ensure only authorized personnel redeem Voucher Funds in the Voucher Account.
e. Approved Customer personnel are authorized to utilize Voucher Funds to register for SANS’ Commercial Off The Shelf (“COTS”) training and/or GIAC certification exams available via the following training Modalities (“Modality” or “Modalities”):
i. SANS In-Person Training Events
ii. SANS OnDemand (Online Training)
iii. SANS Live Online Training
iv. SANS Private Training/Netwars
v. SANS Summits
vi. GIAC Exams, Practice Exams, Extension, Retakes, Bundles, Challenge, and Certification Renewal
vii. SANS Technology Institute
viii. CyberTalent Assessments
Descriptions of the available courses, to include, the offered Modalities, objectives, and any applicable requirements, are available at https://www.sans.org.
f. SANS training will be delivered in accordance with the provisions specific to the selected training Modality. See individual event/program websites for more details.
g. SANS will provide a percentage discount, as listed on the first page of this Agreement (“Voucher Discount”), off of SANS’ published retail price at the time of registration for COTS training purchased with Voucher Funds under this Agreement.
h. Under no conditions does the Voucher Account provide for the development of Courseware (defined herein below).
i. SANS Courseware is not a work product or work made for hire.
2. VOUCHER ADMINISTRATION TOOL
Customer shall appoint approved Customer personnel (the “Customer’s Voucher Account Administrator” or “Administrator”) and such Administrator will be given access to the online SANS Voucher Administration Tool (“Admin Tool” or “Tool”). This Tool allows the Administrator to:
a. Approve/deny student enrollment;
b. View Voucher Fund usage in real time;
c. Control how and where Voucher Funds are utilized;
d. View students’ certification status and exam results; and
e. Obtain OnDemand course progress by student per course to determine whether the student is on schedule to complete the course prior to the course expiration
a. The Voucher Account and Voucher Funds are valid for a 12-month period commencing upon creation and/or deposit of the Voucher Funds into the Voucher Account.
b. Voucher Funds are non-refundable. If Voucher Funds remain in the Voucher Account nearing the conclusion of the initial 12-month period (“Term”), Customer may contribute an additional investment prior to expiration in order to renew their Voucher Account. The existing Voucher Funds rollover (renew) with the additional investment funds for another 12 months from the date of deposit into the Voucher Account (“Renewal Term”). For Renewal Terms, the additional investment funds become available to the Customer upon receipt of full payment of the agreed-upon investment and deposit into the Customer’s Voucher Account.
i. Additional investment and any applicable Discount are based upon SANS' renewal price at the time of renewal
4. PAYMENT TERMS
a. Voucher Account creation and/or deposit of the Voucher Funds is dependent upon receipt of full payment of the Customer Investment Total.
b. SANS substitution, transfer, and refund terms apply specifically to the training format registered for as referenced in SANS’ Cancellation and Access Policy. (https://www.sans.org/cancellation-and-access-policy).
5. TYPES OF PAYMENT
a. If paying by check, remit payment to:
The Escal Institute of Advanced Technologies, Inc.
PO Box 419108
Boston, MA 02241-9108
b. If paying by electronic funds transfer (EFT), e-mail the request for SANS’ bank details to email@example.com or contact your SANS Sales Point of Contact. The Customer is responsible for any bank and/or wire fees.
c. If paying by credit card, SANS accepts Visa, MasterCard, American Express, Diners Club, and Discover. Please submit credit card payments via telephone by calling 301-654-SANS (7267) or by fax to 301-951-0140. DO NOT e-mail credit card information; it will not be accepted.
d. If required to use a Purchase Order (“PO”), remit via email to your SANS Sales Point of Contact. The PO must reference this Agreement. SANS will subsequently provide an invoice to facilitate payment. The Account will be created and/or Voucher Funds deposited upon full payment of the amount specified on the invoice. The Customer’s PO is for facilitating invoicing and payment only. SANS expressly rejects any additional terms and conditions, including those which appear on a PO.
Customer may not re-assign their Voucher Account. SANS limits the provision of its educational services to the Customer’s personnel. Without prior consent from SANS, seats in SANS classes are not permitted to be resold for a monetary value to the general public. This will be cause for immediate termination of the Voucher Account.
SANS’ pre-existing COTS educational materials, including, but not limited to, verbal instruction, and online, written, and visual materials (“Courseware”), are copyrighted and/or otherwise consist of data, concepts, technology, and intellectual property proprietary to SANS. As part of its course, SANS grants, at no additional fee, a worldwide, perpetual, irrevocable, non-exclusive license directly to each individual person whose name the Customer indicates as a student (“User”) enrolled in the course to utilize the Courseware. Neither Customer nor User may copy, reproduce, distribute, display, modify or create derivative works based upon all or any portion of the Courseware in any medium whether printed, electronic, or otherwise, without the express written consent of SANS. Courseware is guaranteed for the duration of the User’s attendance in the course for which the User is registered; considering the result of loss, damage, or performance limitation was not caused in whole or in part by User abuse, mishandling, misuse, negligence, improper storage, servicing or operation, or unauthorized attempts to repair or alter the materials in any way. SANS does not warrant the Customer’s property, the User’s personal property, or another party’s property used in combination with Courseware. SANS does not replace Courseware that has been updated following the User’s attendance.
Customer’s personnel are expected to behave professionally. The use of obscene or sexually harassing language, and abusive or threatening behavior directed at SANS personnel or other students is not conducive to a learning environment. Improper conduct can result in expulsion from the class.
SANS shall, at its sole expense and throughout the Term, carry and maintain the following insurance coverage: (a) Commercial General Liability, (b) Worker’s Compensation; and (c) Employer’s Liability, in reasonable amounts.
During the Term, SANS will keep true and accurate books and records relating to this procurement (collectively, “Records”). Records will include such information necessary for the Customer to verify the accuracy of the invoicing, billing, and payments in connection with the ordered services delivered hereunder, but not the underlying costs and financial data used in calculating the same. At the Customer’s reasonable request, SANS will provide access to the Records, as necessary, to verify the fees and other amounts charged to the Customer, which shall be accomplished through electronic means.
Each party (an “Indemnifying Party”) hereby agrees to indemnify, defend and hold the other party, its affiliates, and its and their officers, directors, employees, and agents (each an “Indemnified Party”) harmless from and against any action, claim, suit, investigation or other proceeding (each, a “Claim”) brought against an Indemnified Party by a third party based on: (a) breach of any applicable law by such Indemnifying Party or (b) gross negligence or willful misconduct by such Indemnifying Party.
12. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
SANS disclaims any and all representations and warranties, oral or written, expressed, implied, or statutory, including without limitation, any implied warranties of fitness for a particular purpose or of merchantability. In no event shall SANS be liable for any incidental, indirect, consequential, exemplary, special, or punitive damages, whether or not foreseeable, and regardless of whether liability is based on agreement, tort, or otherwise.
EXCEPT IN THE EVENT OF BREACH OF SECTION 7 (COURSEWARE), IN NO EVENT SHALL EITHER PARTY, ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS OR ANY OF THEIR AFFILIATES LIABILITY IN ANY MANNER ARISING UNDER THIS AGREEMENT EXCEED AN AMOUNT EQUAL TO THE TOTAL PAYMENT RECEIVED BY SANS FOR SERVICES UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE WHEN CAUSE OF ACTION ARISES, INCLUDING ATTORNEY FEES.
13. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement will be governed by and construed in accordance with the laws of the State of Maryland. Each party hereby irrevocably consents to exclusive personal jurisdiction and venue in the state and federal courts located in Maryland. Any controversy or claim between the parties shall exclusively be resolved by arbitration in Montgomery County, Maryland, USA.
***IF USING A PURCHASE ORDER, PLEASE REFERENCE THIS AGREEMENT ON THE PURCHASE ORDER***