The Agreement will commence when fully executed and conclude upon delivery of all Services or termination by Parties.
CONFIRMATION & PAYMENT TERMS.
In order to confirm the dates listed on the Agreement, 50% of the Services Total is required 30 days before the first day of class, with the balance due 15 days prior to the first day of class. A class confirmed less than 30 days prior to the first day of class requires full payment within three business days of confirmation.
*If the Customer has a SANS Voucher Account, the Voucher Account will be utilized to satisfy the Confirmation & Payment Terms identified in this Section.
The Services Total is based upon the Guaranteed Minimum Student Count noted in the Agreement. If at any time the class experiences a reduction in student count below the Guaranteed Minimum Student Count, the Services Total identified in the Agreement remains unchanged.
The class dates and instructor will be released if the confirmation terms identified above are not met. Should this occur, the Agreement is terminated by SANS with no further obligation by either SANS or Customer.
TYPES OF PAYMENT.
If using the Customer's Voucher Account, please inform your SANS Account Manager.
If paying by electronic funds transfer (EFT), e-mail your request for SANS' bank details to firstname.lastname@example.org or contact your SANS Sales Point of Contact. Do not deduct any bank fees from your transmittal. All wire fees must be paid by the sender/originator.
If using a credit card, SANS accepts Visa, MasterCard, American Express, Diners Club, and Discover. Please remit credit card payments via telephone by calling 301-654-SANS (7267) or by fax to 301-951-0140.
If paying by Purchase Order, please remit via email to the SANS Account Manager; identify this Agreement on the Purchase Order. SANS will subsequently provide an invoice to facilitate payment.
If paying by check, please remit payment to:
Customer may terminate the Agreement without cause upon written notice to SANS at any time. If Customer cancels a class (a) 10 business days to 60 calendar days prior to the start of class, Customer is responsible to SANS for 50% of the Services Total identified in the Agreement or (b) less than 10 business days prior to the start of class Customer is responsible to SANS for 100% of the Services Total identified in the Agreement.
The performance of the Agreement, by either party, is subject to acts of God, government authority, disaster, strikes, civil disorders, or other emergencies, any of which make it illegal or impossible to hold class for either organization. In case of an emergency that prevents the confirmed instructor from teaching, SANS will attempt to schedule another instructor or reschedule the course for another mutually agreeable date. If another instructor cannot be confirmed for the originally requested date and Parties cannot mutually agree to another date, the Customer will receive (a) a full refund of any payments made toward the Agreement or (b) a re-designation of funds to their Voucher Account for any payments made toward the Agreement within net 45 days of scheduled start date of the class.
*If the Customer has a SANS Voucher Account, the Voucher Account will be utilized to satisfy the provisions of this Section.
CUSTOMER TO PROVIDE.
Preconfigured computer/laptop per the SANS website for each student in attendance. (https://www.sans.org/cyber-security-courses)
Suitable classroom facility with power, LCD Projector, and internet access when applicable, for student PCs or laptops. Classroom facility should be setup in traditional "classroom" design with space for instructor at the front.
Wired internet connectivity of at least 3Mbps upload/1Mbps download and indication on the roster if the student is attending in person or remotely (only applicable to SANS Simulcast).
A valid mailing address to which SANS can deliver student Courseware.
The total student count thirty days prior to the event start date.
On the formatted Student Roster document provided by SANS, a complete list of names and e-mail addresses of students attending the course is due to SANS one business week prior to the first day of the class. From submission of Student Roster, through the first day of class, Customer can request changes in writing to the roster at no additional fee. After the first day of class, any changes, including student substitution, spelling of student name, e-mail address update, removal of products such as OnDemand or GIAC, or any other deviation to the student or products associated with that student may result in a $50.00 fee per change to the Customer. Should a student be unable to attend, written notice must be given by the end of the first class day. Should a student drop the class after the first day of class, full course fees will still be charged for that student.
Customer acknowledges that 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. Customer may not 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. The Agreement does not permit Customer to acquire rights to distribute Courseware to employees who did not attend SANS' courses, nor to use the Courseware to conduct its own in-house courses. Additionally, SANS classes cannot be recorded streamed, or set-up for video conferencing due to author and instructor copyrights. If your Company needs a SANS class to be broadcasted to multiple locations, please contact your SANS Sales Point of Contact regarding SANS Simulcast.
As part of its course, the SANS Institute grants a license directly to each individual person whose name Customer indicates as a student ("User") enrolled in the course to use SANS' pre-existing Commercial Off The Shelf (COTS) educational materials ("Course Materials") including online, written, and visual materials. User may not 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.
Without limiting the foregoing, neither Customer nor User may reproduce, distribute, re-publish, display, modify, or create derivative works based upon all or any portion of the Courseware or Course Materials for purposes of teaching any computer or electronic security courses to any third party without the express written consent of the SANS Institute.
SANS Course Materials are guaranteed for the duration of the student's attendance in the course for which the student is registered; considering the result of loss, damage or performance limitation was not caused in whole or in part by student abuse, mishandling, misuse, negligence, improper storage, servicing or operation, or unauthorized attempts to repair or alter the materials in any way.
SANS does not replace Course Materials that have been updated following student's attendance.
Due to the nature of cyber security training, Course Materials provided to students may have what under other circumstances would be considered "defects". SANS' Course Materials are for learning purposes and are not provided with malicious intent. SANS does not warrant Customer's property, the student's personal property or another party's property used in combination with SANS Courseware.
Customer may not re-assign the Agreement.
SANS limits the provision of its educational services to Customer and its affiliates. Without prior consent from SANS, seats in SANS classes are not permitted to be resold.
Customer personnel are expected to behave professionally. 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.
DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY.
The SANS Institute 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 to the Customer, to any of Customer's employees, or to any other person 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.
GOVERNING LAW AND DISPUTE RESOLUTION.
The Agreement shall be governed by and construed in accordance with the laws of the State of Maryland. Any controversy or claim between the parties arising from or relating to the Agreement shall exclusively be resolved by arbitration in Montgomery County, Maryland, under the Commercial Arbitration Rules of the American Arbitration Association, before a single arbitrator. The arbitrator shall have the discretion to award the substantially prevailing party recovery of its expenses of arbitration, including reasonable attorney's fees, from the substantially non-prevailing party. The arbitration award shall be final and binding upon the parties, and judgment upon the award may be entered in any court having jurisdiction.
If for any reason a court of competent jurisdiction finds one or more of the provisions of the Agreement, to be unenforceable, then that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of the Agreement will continue in full force and effect. No waiver of any breach of any provision of the Agreement will constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving Party.