VOUCHER DISCOUNT PROGRAM TERMS & CONDITIONS (v.10.27.21)

By purchasing a SANS Voucher Account, the Customer (“Customer”) represents it has read, understands,

1. UTILIZATION OF VOUCHER ACCOUNT AND VOUCHER FUNDS

SANS’ Voucher Account Program (“Voucher Program” or “Program”) permits the Customer to manage their training budget from a single SANS Voucher Account (“Account”) upon receipt of payment of an agreed-upon training investment (“Customer Investment Total”). Based upon the Customer Investment Total, the Customer may be eligible to a Discount (defined below) at no additional cost. Voucher Account creation and/or deposit of the Customer Investment Total and any applicable Discount (together, “Voucher Funds”) is dependent upon receipt of full payment of the Customer Investment Total.

Through the Voucher Program, 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 (“Modalities”):

• SANS In-Person Training Events

• SANS OnDemand (Online Training)

• SANS Live Online Training

• SANS Mentor

• SANS SelfStudy

• SANS Private Training/Netwars

• Community SANS

• SANS Summits

• GIAC Exams, Practice Exams, Extension, Retakes, Bundles, Challenge, and Certification Renewal

• SANS Technology Institute

• CyberTalent Assessments

SANS offers 60+ COTS cyber security courses. Descriptions of the available courses, to include, the offered Modalities, objectives, and any applicable requirements, are available at https://www.sans.org.

Under no conditions does the Voucher Account provide for the development of Courseware (defined herein below).

SANS Courseware is not a work product or work made for hire.

SANS training will be delivered in accordance with the provisions specific to the training registered for. See individual event/program websites for more details.

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.

2. VOUCHER ADMINISTRATION TOOL

After funding the Account, the Customer’s Voucher Account Administrator (“Administrator”) will be given access to the online SANS Voucher Administration Tool (“Admin Tool” or “Tool”). This Tool allows the Administrator to:

• Approve/deny student enrollment;

• View Voucher Fund usage in real-time;

• Control how and where Voucher Funds are spent;

• View students’ certification status and exam results; and

• Obtain OnDemand course progress by student per course to determine whether he/she is on schedule to complete the course prior to the course expiration

3. DISCOUNT CODE

For this initial investment and any additional investment, the Customer will be eligible to receive a Discount (“Discount”) with each purchase through the Voucher Account. To participate in the Discount, the User, at the time of registration, will need to: (1) select any eligible SANS Course, (2) enter the appropriate Discount Code assigned to the Voucher Account, and (3) obtain approval from the Voucher Admin utilizing the Admin Tool . The Discount Code (‘Discount Code”) will be given to the Customer by their SANS Sales Point of Contact and is valid for the first 12-month period commencing upon receipt of full payment of the Voucher Funds into the Voucher Account. For the avoidance of doubt, the Discount Code is only valid for SANS training and GIAC certification attempts procured through the Voucher Account and cannot be combined with other discounts or promotional offers. The Discount Code may be subject to additional restrictions and limitations. Only Customer personnel are authorized to utilize the Discount Code. Any violations to the Voucher Terms and Conditions may result in inactivation of the Discount Code.

4. TERM

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. Voucher Account creation and/or deposit of the Voucher Funds is dependent upon receipt of full payment of the Customer Investment Total.

Voucher Funds are non-refundable. If Voucher Funds remain in the Voucher Account nearing the conclusion of the initial 12-month period (“Term”), the Customer may contribute an additional investment* prior to expiration to renew their Voucher Account. The existing Voucher Funds rollover (renew) with the additional investment funds for another 12 months from date of deposit into Voucher Account (“Renewal Term”). For Renewal Terms, the additional investment funds become available to Customer upon receipt of full payment of the agreed-upon investment and deposit into Customer’s Voucher Account.

*Additional investment and any applicable Discount are based upon SANS' renewal price at the time of renewal

5. PAYMENT TERMS

Voucher Account creation and/or deposit of the Voucher Funds is dependent upon receipt of full payment of the Customer Investment Total.

SANS Substitution, Transfer and Refund terms apply specific to the training format registered for as referenced in SANS’ Cancellation and Access Policy. (https://www.sans.org/cancellation-and-access-policy).

6. TYPES OF PAYMENT

6.1 If paying by check, remit payment to:

The Escal Institute of Advanced Technologies, Inc.

PO Box 419108

Boston, MA 02241-9108

6.2 If paying by electronic funds transfer (EFT), e-mail the request for SANS’ bank details to tuition@sans.org or contact your SANS Sales Point of Contact. The Customer is responsible for any bank and/or wire fees.

6.3 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.

6.4 If required to use a Purchase Order (PO), remit via email to your SANS Sales Point of Contact. The PO must identify this Agreement on the PO. 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. Customer’s PO is for facilitating invoicing and payment only. SANS expressly rejects any additional or different terms and conditions, including those which appear on a PO.

7. ASSIGNMENT

The 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 monetary value to the general public. This will be cause for immediate termination of the Voucher Account.

8. COURSEWARE

SANS’ pre-existing Commercial Off The Shelf (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 the SANS Institute. As part of its course, the SANS Institute 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 the SANS Institute. 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 User’s attendance.

9.CONDUCT

The 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.

10.INSURANCE

SANS shall, at its sole expense and throughout the Term, carry and maintain the following insurances: (a) Commercial General Liability, (b) Worker’s Compensation; and (c) Employer’s Liability, in reasonable amounts.

11.RECORDS

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 Records as necessary to verify the fees and other amounts charged to the Customer, which shall be accomplished through electronic means.

12. INDEMNIFICATION

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.

13.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 the SANS Institute 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.

14. 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. and agrees to the terms and conditions below.