|In order for SANS to confirm the dates of a Private class, Buyer will (a) remit a Purchase Order (PO) to SANS or (b) SANS and Buyer shall fully execute a Subcontract. The class dates and instructor will be released if these confirmation terms are not met at a minimum of 45 days prior to the start date of the class. Should this occur there shall be no further obligation by either SANS or Buyer.|
|Following delivery of the Private class, SANS will provide an invoice to facilitate payment.|
Full Services Total identified on the PO or in the Subcontract and on the invoice must be remitted by means of one of the methods identified under Types of Payment. Payment by Buyer is due 30 days from receipt of an invoice.
The Services Total is based upon the Guaranteed Minimum Student Count noted on the Agreement. If at any time the class experiences a reduction in student count below the Guaranteed Minimum Student Count, the Services Total identified remains unchanged. Additionally, if the student count exceeds the Guaranteed Minimum Student Count, Buyer shall compensate SANS according to the per student pricing identified on the SANS Quote.
|3.||TYPES OF PAYMENT.|
|3.1||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.|
|3.2||If paying by 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.|
|3.3||If paying by check, please remit payment to:|
ESCAL Institute of Advanced Technologies, Inc.
PO Box 419108
Boston MA 02241-9108
|3.4||If using the Customer's Voucher Account, please inform your SANS Account Manager.|
Buyer may reschedule a class or terminate the PO or Subcontract without cause upon written notice to SANS at any time. If Buyer or their Government Customer reschedules or cancels a class (a) 10 business days to 60 calendar days prior to the start of class, Buyer is responsible to SANS for 50% of the Services Total or (b) less than 10 business days prior to the start of class Buyer is responsible to SANS for 100% of the Services Total.
Performance, by parties, 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 PO or Subcontract shall be terminated.
|5.||BUYER OR GOVERNMENT CUSTOMER TO PROVIDE.|
|5.1||Unless otherwise indicated in the PO or Subcontract, preconfigured computer/laptop per the SANS website for each student in attendance. (https://www.sans.org/cyber-security-courses).|
|5.2||Unless otherwise indicated in the PO or Subcontract, 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.|
|5.3||Unless otherwise indicated in the PO or Subcontract, 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).|
|5.4||A valid mailing address to which SANS can deliver student Courseware.|
|5.5||The total student count thirty days prior to the event start date.|
|5.6||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.|
|6.1||Buyer and their Government 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. Buyer nor Government Customer 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. Neither a PO nor a Subcontract permits Buyer or their Government 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.|
|6.2||As part of its course, the SANS Institute grants a license directly to each individual person whose name Buyer or Government Customer indicate 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.|
|6.3||Without limiting the foregoing, Buyer, Government 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.|
|6.4||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.|
|6.5||SANS does not warrant Buyer or Government Customer property, the student's personal property or another party's property used in combination with SANS Courseware.|
|6.6||SANS does not replace Course Materials that have been updated following student's attendance.|
|SANS limits the provision of its educational services. Buyer may only re-assign the Services to their Government Customer.|
|Student 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.|
|9.||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.|
|10.||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.|