Infosec License Agreement

Terms & Conditions

This LICENSE AGREEMENT (“Agreement”) is a binding legal agreement between You and Infosec, a part of Cengage Learning, Inc., with a principal place of business at 5191 Natorp Blvd, Mason, OH 45040 (“Infosec Institute”). For Purposes of this Agreement, “You” and “Your” refer to the entity on behalf of whom the Service will be used and on whose network the Service will be deployed.

This Agreement governs Your use of the Service. By clicking “I Agree” below or executing a Statement of Work with Infosec Institute, You acknowledge that you have read and understand this Agreement; have the right, power, and authority to enter into this Agreement; and agree to be bound by the terms and conditions of this Agreement as of the date and time You enter into this Agreement (“Effective Date”). The individual who clicks “I Agree” or executes a Statement of Work with Infosec Institute represents and warrants that he/she has the authority to bind You to the terms of this Agreement.

InfoSec Institute provides the software solely on the terms and conditions set forth in this Agreement and on the condition that You accept and comply with them. If You do not agree with the terms and conditions of this Agreement, You are not authorized to access or use the Service.

I. Definitions

For the purposes of this Agreement:

A. “AwareEd Materials” means the Infosec IQ AwareEd content, consisting of modules of Security Awareness Training, as further described at https://securityiq.infosecinstitute.com/.

B. “Skills Materials” means the Infosec Skills content, consisting of online courses, labs, modules, and training materials, as further described at https://www.infosecinstitute.com/skills/.

C. “Learners” means Your employees, employees of Your subsidiaries, and their authorized contractors and agents at any of Your office locations

D. “PhishSim Service” means the Infosec IQ Phishing Service for phish-testing Learners, as described further at https://securityiq.infosecinstitute.com/.

E. “Infosec IQ Platform” means the web-based Infosec IQ network platform through which InfoSec Institute hosts the AwareEd Materials and the portal for the PhishSim Service, accessible via the current list of supported internet browsers.

F. “Infosec Skills Platform” means the web-based Infosec skills platform through which InfoSec Institute hosts the Skills Materials, accessible via the current list of supported internet browsers.

G. “Statement of Work” or “SOW” means a statement of work document, or other ordering document, that memorializes the specific Services to be purchased by You and provided by Infosec Institute, which indicates pricing, Your payment, the authorized number of Learner licenses You have selected, and term for the selected Services.

H. “Ecommerce Purchase” means Your online purchase of specific Services through the official Infosec Institute website, which indicates pricing, Your payment, the authorized number of Learner licenses You have selected, and term for the selected Services.I. “Service(s)” means the following service offerings and/or subscriptions as and to the extent selected through Your Ecommerce Purchase or as indicated on the Statement of Work (as applicable): (i) the Infosec IQ Platform, which includes access to and use of the AwareEd Materials and the PhishSim Service and/or (ii) the Infosec Skills Platform, which includes access to and use of the Skills Materials.

II. License

A. Subscription License; Permitted Number of Users; Intended Purposes Only. Subject to the terms and conditions of this Agreement, Infosec Institute hereby grants to You a limited, non-exclusive, non-sublicensable, non-transferable subscription license under Infosec Institute’s rights in the Service as selected through Your Ecommerce Purchase or as indicated on the Statement of Work to access and use the Service through the Infosec IQ Platform and/or Infosec Skills Platform (as applicable) for the Term of this Agreement (including the Initial Term and any Renewal Periods, as defined in Section IV below). Such license is limited to the modules and features of the AwareEd Materials, PhishSim Service, and Skills Materials, and the number of Learners, selected by You through Your Ecommerce Purchase or as indicated on the Statement of Work that You have executed. Upon request and via the Infosec IQ Platform and/or the Infosec Skills Platform, InfoSec Institute will make available a copy of such selections. Your and Your Learners’ access to and use of the Service shall be for Your internal business purposes only, within Your office locations, and solely for the Service’s intended purposes. The Service(s) will be provided in English, unless otherwise indicated through Your Ecommerce Purchase or on the Statement of Work.

B. Administration of License. Client’s license to the Service will be administered through individual, named Learner licenses. Client will have the number of individual Learner licenses set forth as selected through Your Ecommerce Purchase or as indicated on the Statement of Work. A Learner license will be counted against Client’s total allotment of Learner licenses upon a Learner profile being been created through the Infosec IQ Platform and/or Infosec Skills Platform, as applicable, for a given individual Learner. Each Learner license and Learner profile may only be used by the individual person for whom the profile was created. Client will ensure that all Learners understand and comply with this Agreement, and will have responsibility for the actions and omissions of all Learners as though such actions and omissions were Client’s own. Client will immediately notify Infosec of any unauthorized usage or other noncompliance with this Agreement.

C. Changes to Scope of License. The parties may during the term of this Agreement modify the scope of Your license only by mutual written agreement. However, You may choose during the term of this Agreement to add additional Learner licenses for the Services to which You are already subscribed. Such licenses shall be added to Your total allotment of Learner licenses as follows: (1) You may increase Your allotment of Learner licenses by logging into Your user admin profile and updating your allotment of Learner licenses for the Services or by providing written notice to Infosec Institute and entering into an updated Statement of Work ; (2) InfoSec Institute will then provide an invoice or direct You to a web payment form setting forth the per-Learner Subscription Fee for the additional Learner licenses You have requested. Once You pay the fee, the requested additional Learner licenses will be automatically added to Your allotment. The additional Learner licenses will run concurrently with the then-current Initial or Renewal Term, and will end when such Term expires. Adding additional Learners to the license will not extend the end date for the license. Notwithstanding the foregoing, should Infosec Institute become aware of Your exceeding the agreed upon total allotment of Learner licenses, Infosec Institute may invoice You for each Learner license exceeding the agreed upon total allotment of Learner licenses at Infosec Institute’s then-current Service Subscription Fees. You shall pay such invoice in accordance with Section V.B. Your failure to pay such invoices in a timely manner may result in Infosec Institute’s suspending Your access to and use of the Service.

D. License Limitations. You shall not, and shall not authorize, facilitate, or encourage any Learner or other third party to:

1. attempt to decompile, disassemble, reverse engineer or reconstruct or discover any code, algorithms, methods, architecture or other elements of the Service, or create any modifications or derivatives therefrom;
2. translate, adapt, modify, create derivative works of, copy, or make copies of all or any part of the Service, including without limitation the AwareEd Materials or the Skills Materials;
3. sell, lease, sublicense, transfer, or otherwise assign or grant to third parties any rights in the Service, or use the Service to create any service offering, or perform any services for a fee using the Service;
4. interfere with or disrupt the integrity or performance of the Service and/or the Infosec IQ Platform or the Infosec Skills Platform, or attempt to gain unauthorized access to the Infosec IQ Platform, the Infosec Skills Platform, or any Infosec Institute systems or networks;
5. access or use the Service or any related documentation or materials to develop a competitive service or product, or copy any feature, technique, function or graphic for competitive purposes
6. use the PhishSim Service, the Infosec IQ Platform, or the Infosec Skills Platform to store or transmit, or otherwise upload, infringing material, unsolicited marketing emails, libelous statements, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights;
7. transfer, disclose or provide access to the Service or results of using the Service to any third party; host, run, or publish the Service in a manner accessible by outside users; or use the Service to provide services to, or otherwise for the benefit of, third parties;
8. attempt to send simulated phishing emails using any domains other than those (1) owned by You or (2) for which You have express authorization and consent to conduct simulated phishing attacks;
9. obscure, alter, or remove any trademarks or proprietary, confidentiality, copyright or other such notices from the Service, or attempt to disable or circumvent any security or data gathering features of the Service; or
10. use the Service to impersonate any government or governmental agency, or otherwise use the Service in violation of any applicable law or regulation.

E. Free Trials. From time to time Infosec Institute may offer to you and/or your Learners access to one or more Services on a free trial basis. Infosec Institute reserves the right to remove free accounts associated with such trials following extended periods of account inactivity (no less than 90 consecutive days), regardless of whether the applicable trial period has expired.

III. Ownership; Intellectual Property; Rights in Data

A. For clarity, You acknowledge that, other than the license set forth in Section II.A, You shall acquire no right, title or interest in or to the Service or any other software, products, or intellectual property of Infosec Institute. As between the parties, Infosec Institute shall own the Service and retain all rights (including intellectual property) therein.

B. The parties recognize and agree that this Agreement constitutes a license, conditioned upon the terms set forth herein, and not a sale of the Service. Infosec Institute retains the right, at any time, to deactivate or suspend Your access to and use of the Service and terminate the license granted hereunder if Infosec Institute becomes aware that Your use of the Service violates the terms of this Agreement, provided that Infosec Institute shall provide a notice of such deactivation as soon as reasonably possible under the circumstances.

C. All data, images, email addresses, target information, and other files or content uploaded by You to the PhishSim Service or the Infosec Skills Platform remain Your sole property (“Customer Information”). You grant Infosec Institute the right to use the Customer Information solely for purposes of performing under this Agreement.

D. The Service will permit Infosec Institute to acquire usage data relating to Your use of the Service, which may include results of simulated phishing email attacks, responses to user questionnaires, or the like (“Usage Data”). In addition, the parties anticipate that You or your Learners or administrators may from time to time provide Feedback to Infosec Institute. “Feedback” shall include formal or informal (verbal or written) reports and comments regarding results and experiences using the Service, including usability assessments and preferences, reports on Service integration issues, failure and bug reports, suggestions for making the Service more understandable or usable for Learners, suggestions for content of the Services, and the like. Infosec Institute shall maintain all Your Usage Data and Feedback as “Confidential” pursuant to Section VI below, except that Infosec Institute and its affiliates shall have the irrevocable, perpetual, paid-up, royalty-free, worldwide right, to access, copy, make derivative works of, and use all such Usage Data and Feedback to improve, enhance and otherwise facilitate the development, provision, and support of the Service and other products and services of Infosec Institute and its affiliates, and to disclose to third parties aggregated, anonymized, and non-personally identifiable information related to the Usage Data and Feedback. The foregoing right shall inure to the benefit of Infosec Institute’s successors and assigns, and Infosec Institute shall have the right to assign such right to its successors and assigns. In addition, Infosec Institute shall have the right to sublicense such right to its affiliates.

IV. Term and Termination

A. Initial Term. The initial term (“Initial Term”) of this Agreement shall begin on the Effective Date of this Agreement and continue for the period specified in the applicable Statement of Work, or, in, the case of an Ecommerce Purchase, the period selected by You through Your Ecommerce Purchase for the applicable Service. Notwithstanding the foregoing, should no period be defined, “Initial Term” shall mean one year.

B. Renewal Terms. Upon the conclusion of the Initial Term, this Agreement and Your license to the selected Services will automatically renew for successive one year renewal terms (“Renewal Terms”), unless You or Infosec Institute provides the other party with a written cancellation notice thirty (30) days prior to the commencement of the next Renewal Term.

C. Termination for Failure or Breach; Cure Period. If either party fails to fulfill its obligations under this Agreement in a timely or proper manner, or otherwise commits a material breach of any provision contained herein, the non-breaching party shall thereupon have the right to terminate the Agreement by giving thirty (30) days’ written notice of termination, specifying the alleged violations or breach. However, the Agreement shall not be terminated if, upon receipt of the notice, the breaching party promptly cures the alleged violation or breach prior to the end of the thirty (30) day period. In addition, InfoSec Institute may suspend Your access to the Services immediately upon (i) any technical or security issue or problem caused by You that materially impacts the business operations of InfoSec Institute or its customers, affiliates, or vendors, or (ii) at the request of law enforcement or governmental agencies (Infosec Institute will notify You about such requests if permitted by law). Thereafter, InfoSec Institute may terminate this Agreement on such bases unless You can immediately cure the cause of such issue upon written notice by InfoSec Institute.

D. Other Termination. Either party may terminate this Agreement immediately upon written notice if the other party ceases to operate or dissolves, becomes insolvent, is unable to pay its debts as they become due, files for or has a petition filed against it for bankruptcy, attempts to makes an assignment or offers any rights under this Agreement for the benefit of its creditors, or takes similar actions.

E. Obligations Upon Termination. In the event of any termination or cancellation of this Agreement for any reason expressly permitted hereunder, (i) You will remain obligated to pay any unpaid Fees that have accrued and were due at the time of termination; and (ii) You shall cease all use of the Service immediately (including uninstalling any plug-ins or other code associated with the Service), and shall destroy all Confidential Information, as defined in Section VI below, in Your possession custody and control (including, without limitation, all screenshots, summaries, notes, extracts, compilations, copies, and other materials containing in whole or in part any Confidential Information) and shall, upon request, certify in writing to Infosec Institute that such destruction has taken place. Likewise, InfoSec Institute shall destroy all Customer Information in its possession, custody, and control. The terms of Section VI, and all other terms of this Agreement which by their nature should reasonably be expect to continue beyond the termination or expiration of this Agreement, shall survive.

V. Payments

A. Subscription Fees. Service Subscription Fees shall be paid in advance on an annual basis. Unless otherwise specified in a Statement of Work, You will pay to Infosec Institute the initial annual Service Subscription Fee for the selected Service(s) for the Initial Term (as well as any applicable taxes) upon the Effective Date. Subsequent annual Service Subscription Fees for any Renewal Term (as well as any applicable taxes) shall be due upon the corresponding anniversary of the Effective Date. Notwithstanding the foregoing, where Infosec Institute has agreed to invoice You pursuant to a Statement of Work, such annual Service Subscription Fees (as well as any applicable taxes) shall be due any payable within thirty (30) days of the date of the applicable Infosec Institute invoice. Except as otherwise specified herein or in a Statement of Work, (i) fees are based on Services and content subscriptions purchased and not actual usage, (ii) payment obligations are noncancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term. The Service Subscription Fees for any Renewal Term may be increased to reflect changes to Infosec Institute’s standard per-Learner rates. In no event will the Service Subscription Fees charged to You for any Renewal Term increase by more than 15% (on a per-Learner basis) over the Service Subscription Fees charged during the immediately-preceding term.

B. Payment Terms. Except as otherwise directed, all amounts owing to InfoSec Institute under this Agreement shall be paid in U.S. dollars to InfoSec Institute. You agree to provide InfoSec Institute with complete and accurate billing and contact information. Where payment by credit card is indicated in the Statement of Work, through Your Ecommerce Purchase, or SOW, or You otherwise provide InfoSec Institute with credit card information, You authorize InfoSec Institute to bill such credit card (a) at the time that You order InfoSec Institute Service or other Services set forth in the Statement of Work, (b) for any billing frequency otherwise established in the Statement of Work, and (c) at the time of any renewal, for the amount charged plus any applicable sales taxes for any renewed Subscription Term. If InfoSec Institute, in its discretion, permits You to make payment using a method other than a credit card, InfoSec Institute will invoice You at the time of the initial Statement of Workand thereafter on a monthly basis in advance of the relevant billing period, and all such amounts invoiced will be due within ten (10) days of Your receipt of InfoSec Institute’s invoice. Late payments shall be subject to a service charge of one and one-half percent (1.5%) per month, or the maximum charge permitted by law, whichever is less.

C. Taxes. You shall be responsible for all taxes associated with the Services other than U.S. taxes based on Infosec Institute’s net income.

VI. Non-Disclosure

A. “Confidential Information” means any information disclosed (verbally, in writing, or by observation) by one party (“Disclosing Party”) to the other party (“Receiving Party”) pursuant to this Agreement that is (i) designated as “Confidential,” or in some other manner to indicate its confidential nature, or (ii) would otherwise be reasonably expected to be treated in a confidential nature under the circumstances of disclosure or by the nature of the information itself. For example, Confidential Information may include without limitation, certain confidential and/or proprietary financial, sales and distribution, marketing, research and development, organizational, technical and business information, policies or practices, portfolio holdings and securities related information and certain non-public personal or financial information received from or relating to third parties such as Your own clients and customers or shareholders.

1. Without limiting the foregoing, the Service (including without limitation, the content, AwareEd Materials, Skills Materials, functionality, look, portal access, integration, interface, delivery of results, documentation related to Your Ecommerce Purchase or SOW, and performance of the Service) and the terms (but not the existence) and pricing of this Agreement are the Confidential Information of Infosec Institute. All information disclosed by You to InfoSec Institute under this Agreement concerning Your business affairs, employees, methods of operation, computer programs, and documentation, and other such information, whether written, oral, or otherwise, is Your Confidential Information.
2. However, Confidential Information does not include any information which (a) is or becomes generally known and available to the public through no act or omission of the Receiving Party; (b) was already in the Receiving Party’s possession, without obligation of confidentiality, at the time of first disclosure by the Disclosing Party, as shown by the Receiving Party’s contemporaneous records; (c) is lawfully obtained by the Receiving Party from a third party who has the legal right to make such disclosure; or (d) is independently developed by the Receiving Party without use of, or reference to, the Disclosing Party’s Confidential Information.

B. Neither party shall use the Confidential Information of the other party for any purpose except to exercise its rights and perform its obligations under this Agreement; provided, however, that Infosec Institute may use the Usage Data and Feedback as provided in Section III.D of this Agreement. Neither party shall disclose, or permit to be disclosed, either directly or indirectly, any Confidential Information of the other party, except to employees, shareholders, officers, affiliates, and contractors of the Receiving Party with a need to know, each subject to a written obligation of confidentiality. Each party will take reasonable measures to protect the secrecy of, and avoid disclosure and unauthorized use of, the Confidential Information of the other party, and will take at least those measures that it takes to protect its own most highly confidential information.

C. If a Receiving Party is compelled by law or a court of competent jurisdiction to disclose the Disclosing Party’s Confidential Information, the Receiving Party will promptly notify the Disclosing Party in writing and will cooperate at the Disclosing Party’s expense in seeking a protective order or other appropriate remedy or protection. If disclosure is ultimately required, the Receiving Party will furnish only that portion of Confidential Information that is legally required.

D. In the event Infosec Institute is provided access to any portfolio holdings or securities related information, Infosec Institute agrees not to trade on any such information, and to make best efforts to ensure that its employees, agents and subcontractors do not trade on such information. Infosec Institute agrees to comply with all applicable federal and state data privacy laws, including any requirements to establish and maintain safeguards and a written information security program.

VII. Warranties and Liability

A. You agree to rely solely on your own opinion and evaluation of the Service and the results, data, and indications obtained through your use, with regard to their suitability for any purpose. Infosec Institute does not warrant that the Service will be error-free or that any results, learning, or other achievements obtained through use of the Service will be accurate or should be followed. Infosec Institute also does not warrant that the Services will be able to or actually solve, improve, or otherwise mitigate any problems You may experience with phishing or any other computer- or cyber-attacks. The Infosec Skills Platform and Infosec IQ Platform (including the PhishSim Service and any plugins associated therewith) is not an antivirus, antimalware, or other cybersecurity application; InfoSec Institute will have no obligation to undertake efforts to actually prevent or mitigate any potential real attacks.

B. InfoSec Institute will provide technical support, Learner assistance, and troubleshooting in a reasonable capacity in its discretion. InfoSec Institute will not enter Your premises to perform any services under this Agreement. You are fully responsible for deployment of the Service in Your organization, including installation of any plug-ins associated with the PhishSim Service. InfoSec Institute will only support such deployment remotely.

C. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. INFOSEC INSTITUTE HEREBY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, UNINTERRUPTED USE, AND ANY WARRANTIES ARISING FROM CONDUCT OR COURSE OF DEALING.

D. In no event will either party be liable for any indirect, special, incidental, exemplary, punitive, treble or consequential damages (including, without limitation, loss of business, revenue, profits, goodwill, data or other economic advantage) arising out of or relating to this Agreement, however caused and based on any theory of liability, whether breach of contract, breach of warranty, tort (including negligence), professional error or omission, product liability or otherwise, even if the other party is advised of the possibility of such damages. Each party’s maximum liability (including attorneys’ fees) arising out of or related to this agreement will not exceed the amount paid by You under this agreement during the 12-month period prior to the date the claim arose. Your sole remedy for any material defect in performance of the Service (including the content and operability of any components thereof) shall be to request that Infosec Institute re-perform or correct the defective Service as Infosec Institute sees fit such that the Service performs in a substantially equivalent manner to the Services as selected through the Ecommerce Purchase or as indicated on the SOW. The limitations of this section shall apply notwithstanding any failure of essential purpose of any limited or exclusive remedy.

E. InfoSec Institute agrees to defend, indemnify and hold harmless You, Your subsidiaries and affiliates and their respective successors, assigns, employees, officers, directors and agents from and against any and all third party claims (including any damages, losses, liabilities, expenses, and fees relating to such claims) to the extent arising from (i) any claim that the Service infringes any third party intellectual property and (ii) any gross negligence or willful misconduct of InfoSec Institute. In the event of a third party claim of infringement, InfoSec Institute shall have the right in its discretion to choose to replace the allegedly infringing portion of the Service with a non-infringing component or functionality that performs in a substantially equivalent manner to the Services as selected through the Ecommerce Purchase or SOW, or to terminate the Agreement and refund You all fees paid within the previous 12-month period. InfoSec Institute’s obligations under this Section shall only come into effect provided that You notify InfoSec Institute of the relevant claim within five business days, and allows InfoSec Institute to control the defense of such claim. In no event, however, shall InfoSec Institute settle or otherwise take any action with respect to such claim that comprises an admission of guilt or liability on behalf of, or requires any payment by, You without first obtaining Your consent.

F. You agree to indemnify, defend, and hold harmless Infosec Institute, its subsidiaries and affiliates and their respective successors, assigns, employees, officers, directors and agents, from and against any and all third party claims (including any damages, losses, liabilities, expenses, and fees relating to such claims) to the extent arising from (i) Your provision of Customer Information under this Agreement; (ii) any material, uncured breach of this Agreement by You; (iii) Your or a Learner’s use or modification of the Service other than as contemplated and permitted by this Agreement; and (iv) Your or a Learner’s gross negligence or willful misconduct. Your obligations under this Section shall only come into effect provided that InfoSec Institute promptly notifies You of the relevant claim, and allows You to control the defense of such claim. In no event, however, shall You settle or otherwise take any action with respect to such claim that comprises an admission of guilt or liability on behalf of, or requires any payment by, InfoSec Institute without first obtaining InfoSec Institute’s consent.

VIII. Miscellaneous

A. The parties to this Agreement are independent contractors, not partners, joint venturers, employer-employee, or otherwise in any business relationship. For clarity, the parties understand and agree that Infosec Institute will act as an independent contractor when providing the Service, and no relationship exists as employer and employee between You or Infosec Institute and the other party’s respective employees. Except for the parties identified with respect to the indemnity provisions contained herein, there are no third party beneficiaries to this Agreement.

B. Each party agrees that it will carry insurance coverage of a type and amount that is commercially reasonable for the types of activities and risks each will undertake as contemplated by this Agreement.

C. The Agreement and any controversies arising hereunder shall be interpreted and adjudicated in accordance with the laws of the State of New York, USA (without regard to the choice of law principles of any jurisdiction). Any dispute or controversy arising out of this Agreement or its interpretation that is not settled to the mutual satisfaction of the parties within sixty (60) business days from the date that either party informs the other in writing that such dispute exists shall be submitted to and resolved by one arbitrator who is a member of the American Arbitration Association (AAA), in accordance with its then prevailing Commercial Arbitration Rules, as modified in this Agreement. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction. The arbitration shall be held in New York, New York.

D. Neither party may assign this Agreement or any of its respective rights (including the license to the Service) or obligations under this Agreement in whole or in part without the prior written consent of the other party, except in the case of an assignment due to corporate reorganization, upon a change of control, consolidation, merger, sale of all or substantially all of its assets related to this Agreement or a similar transaction or series of transactions by either party, which may occur without written consent. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. Any purported assignment in contravention of this Section shall be null and void.

E. Each provision contained herein is severable from the Agreement and if one or more provisions are declared invalid, illegal, or unenforceable, the remaining provisions shall nevertheless remain in full force and effect. If such severance is not so allowed or if such a severance leaves terms thereby made clearly illogical or inappropriate in effect, the parties agree to substitute new terms as similar in effect to the present terms of this Agreement as may be allowed under the applicable laws and regulations.

F. Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control (e.g., which cause impairs or precludes performance), including without limitation an act of terrorism or sabotage; pandemic; act of God; governmental act, prohibition, or safety recommendations; hacker attack, virus, or other malware; riot, civil unrest; strike or labor shortage; or failure of necessary content, materials, or the Internet. The delayed party shall give the other party notice of such cause and shall use its reasonable commercial efforts to correct such failure or delay in performance.

G. Notices, payments, statements or reports to be made under this Agreement shall be sent to Infosec Institute at the address herein above and to the current address of Your office, or at such other latest address designated in writing by the other party.

H. Neither party shall use the other party’s name, trademarks, service marks, logos or other such materials in any manner without prior written approval. However, notwithstanding the foregoing, Infosec Institute and its affiliates shall be permitted to identify You as a user of the Service in promotional materials, including but not limited to Infosec Institute’s website.

I. This Agreement (together with the selections made by You through Your Ecommerce Purchase or on the Statement of Work) is the sole Agreement of the parties concerning the subject matter hereof, and supersedes all prior Agreements and understandings with respect to said subject matter. This Agreement may only be amended by a writing signed by both parties that indicates it is an amendment hereto. Waiver of any term of this Agreement or forbearance to enforce any term by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of this Agreement. You agree to comply with all applicable laws and regulations (including without limitation export control laws and regulations) related to its use of the Service.