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CYBERCERTIFY.ME AUTHORIZED TRAINING RESELLER PROGRAM AGREEMENT

Last modified:  February 8, 2021

CyberCertify.me, a service of Cyber Security Training and Consulting LLCand/or its subsidiaries (collectively “CyberCertify”) is willing to enter into this CyberCertify.me Authorized Training Reseller Program Agreement, as further defined below (“Agreement”) with you as an individual, the company, or the legal entity (“You”, “Your”, or “Yourself”) that will be authorized a member of CyberCertify’s program for Authorized Training Reseller (“ATR Program”) (each such ATR Program member, an “ATR”).

Your membership is conditioned on Your submitting a completed program application (“ATR Application”), thereby accepting all of the terms of this Agreement, the CyberCertify.me Subscription Agreement, Privacy Policy, and Terms of Use, and is further subject to CyberCertify’s separate written acceptance of You into the ATR Program. CyberCertify’s acceptance is subject on our review and consideration of Your ATR Application and eligibility under the ATR Program and this Agreement.

Read the terms and conditions of this Agreement carefully. This is a legal and enforceable contract between You and CyberCertify. By submitting your ATR Application, representing Yourself as a CyberCertify Authorized Training Reseller program member, requesting or receiving any benefits under this Agreement and the ATR Program, You agree to the terms and conditions of this Agreement. If You do not agree to the terms and conditions of this Agreement, then do not submit Your ATR Application, represent Yourself as an ATR Program member, or request or accept any ATR Program benefits.

This Agreement, and any supplemental terms, governs Your membership in the ATR Program. The purpose and intent of this Agreement is to define terms by which You and CyberCertify (each a “Party”, collectively “Parties”) conduct our relationship and fulfill our respective commitments pursuant to the ATR Program as defined in these terms and supplements, as may be updated by CyberCertify from time to time. The ATR Program is designed to help organizations committed to providing comprehensive training solutions to individuals and/or organizations, by enabling them to deliver quality training on Cyber Security topics (“Solution” or “Solutions”), as approved by CyberCertify.

The “Program Guide” means the then-current information so designated at https://cybercertify.me/atr/, or successor URL, that describes the CyberCertifyATR Program requirements and benefits. The published Program Guide contains the global base terms for the ATR Program, but may also at CyberCertify’s discretion, include additional or different region-specific, Solution-specific, or industry-specific program information, requirements and benefits as separately published to You via https://cybercertify.me/atr/(or successor URL) or otherwise notified to you by CyberCertify from time to time. The Program Guide is incorporated into this Agreement by this reference; if there is any contradiction between a provision in the Program Guide and the terms of this Agreement, the Program Guide will govern.

Subject to the terms and conditions of this Agreement, and CyberCertify’s acceptance of You into the ATR Program, CyberCertify appoints You as a non-exclusive member under the CyberCertifyATR Program. As an ATP, You must at all times meet the conditions and requirements of this Agreement, including the Program Guide and any supplemental terms and conditions relating to the ATR Program.

CyberCertify reserves the right, from time to time, to require information from You to confirm that You are fulfilling such conditions and requirements. You agree to cooperate with CyberCertify on all such inquiries and investigations, and to provide CyberCertify with all reasonably requested access and information relevant to verifying Your compliance with this Agreement and Your activities in connection with the ATR Program.

“Customer Data” or “Subscriber Data” or “Reseller Data” means any and all information pertaining to or specifically identifying a specific person at one of CyberCertify’s existing or potential customers, whether such information relates to an employee, a contractor and/or any representative of such customer, and which may be provided in the course of Your ATR Program membership, including without limitation names, telephone numbers, email addresses, financial information, order information, and other personally identifiable information. This shall include Customer Data which may be provided either (a) by You to CyberCertify, or (b) to You by or on behalf of CyberCertify. Except as and to the extent strictly necessary to meet Your obligations in connection with Your ATR Program membership, You shall not share, publish, sell, trade, give away, or in any other way use, disseminate or disclose Customer Data received from CyberCertify, or transfer such Customer Data from one country or territory to another, without Symantec’s prior written consent. You represent and warrant that Your collection, use and disclosure of Customer Data to CyberCertify is consistent and compliant with this Agreement, CyberCertify’sPrivacy Policy (as published on CyberCertify.me), as well as any national laws governing the collection, use and protection of personal information applicable to Your country/region of operation. You further represent and warrant that You have communicated to customers and potential customers whose information You are providing to CyberCertify via the ATR Program, that You are sharing this information with CyberCertify, including CyberCertify’s subcontractors and fulfillment partners, in the United States or other countries that may have less protective data protection laws than the region in which they are situated (including the European Economic Area), as well as its intended use, and that You have obtained all appropriate consents required for such transfer and use. You also shall maintain and protect all Customer Data as required by the laws, rules, regulations and orders of any governmental authority having relevant jurisdiction, including without limit the applicable provisions of any data protection laws. Furthermore, You shall safeguard the physical integrity and condition of all Your facilities where Customer Data is held, stored or archived. You shall not subcontract any of Your obligations with respect to Customer Data without first obtaining CyberCertify’s prior written approval. You shall notify CyberCertify promptly in the event that any Customer Data is compromised in any way and shall reasonably and promptly assist and cooperate with CyberCertify in responding to inquiries and complaints concerning such compromise in a timely manner, including without limitation those inquiries and complaints brought by customers, employees, government or regulatory authorities, or other third parties. If You wish to update any Customer Data You have provided to us in the course of Your Program membership, or if You have any questions You may contact us by e-mail at info@cybersecuritytrainingco.com.

All personal information about Yourself and Your employees, contractors or representatives provided to us in the course of Your relationship with CyberCertify under the ATR Program, including without limitation names, telephone numbers, email addresses, financial information, and other personal information provided during the ATR Program application; participation in the ATR Program and or access and receipt of any of the ATR Program benefits will be processed by CyberCertify to conduct our relationship and to fulfill our respective commitments pursuant to the Symantec ATR Program, including, but not limited to, providing portal access, to effect any notices pursuant to the Agreement and to send You information regarding CyberCertify products, services, and events. Cyber Security Training and Consulting LLC is headquartered in the United States, and Your information will be transferred to the United States. By providing such personal information to CyberCertify, You represent and warrant that You have obtained all appropriate consents required for such transfer and processing. Unless otherwise expressly indicated, the information that CyberCertify asks from You is required for the performance and administration of the CyberCertifyATR Program. It will be Your responsibility to ensure that any personal information provided by You, Your employees, Your contractors or Your representatives is current, accurate and valid. You are advised that failure to maintain accurate and valid personal information may impede Your ability to properly avail of the ATR Program and ATR Program benefits. If You wish to update Your personal information, You may contact us by e-mail at info@cybersecuritytrainingco.com.

Notwithstanding CyberCertify’s right to modify the ATR Program terms and Program Guide as set forth in this Agreement, the following provisions “a” – “g” shall remain unmodified during Your membership in the ATP Program:

  1. Trademark Usage. In accordance with this Agreement, CyberCertify grants to You the nonexclusive terminable right to use the following trade names and trademarks: “CyberCertify”, the CyberCertify logos, other marks as indicated by CyberCertify from time to time, and the CyberCertifyATR Program designation and logoduring the term of this Agreement, solely with respect to Your marketing of Training Sessions or Courses and/or in Your accurate representation of the level and nature of Your participation in the CyberCertifyATR Program. You agree to be subject to all trademark and logo policies and usage guidelines applicable to the CyberCertifyATR Program as may be modified from time to time solely by CyberCertify at its sole discretion. You additionally authorize to CyberCertify and Cyber Security Training and Consulting LLC the non-exclusive terminable right to utilize Your trade names, trademarks, and logos during the term of this Agreement for the purpose of representing You as a CyberCertifyATR Program member.
  2. Ownership. Neither Party has paid any consideration for the use of the other Party’s trademarks, logos, copyrights, trade names or designations, and nothing contained in this Agreement shall give either Party any interest in such. You acknowledge that CyberCertify owns and retains all copyrights and other proprietary rights in all CyberCertifysolutions, Training Sessions and Courses, and agree that You will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity or enforceability of any trademark, trade name, copyright or logo belonging to or licensed to CyberCertify (including, without limitation, any act, or assistance to any act, which may infringe or lead to the infringement of any proprietary right in CyberCertifysolutions, trade names or trademarks). You agree to use reasonable efforts to protect CyberCertify’s proprietary rights and to cooperate without charge in CyberCertify’s efforts to protect its proprietary rights. You agree to promptly notify CyberCertify of any known or suspected breach of CyberCertify’s proprietary rights.
  3. Confidentiality. During the term of this Agreement, the Parties may disclose to each other trade secrets and confidential and proprietary information (“Confidential Information”), which shall include, but not be limited to software (both object and source) documentation, customer information, pricing, data regarding business practices, intellectual property, technical information, ideas, documentation, know how, and processes. All Confidential Information shall remain the sole property of the disclosing Party and the receiving Party shall have no interest in or right to such Confidential Information. Both Parties agree that all Confidential Information will be held in confidence, will not be disseminated or disclosed to any third party and will not be used by the receiving Party for any purpose other than performing its obligations under this Agreement without the express written consent of the disclosing Party, subject to Sections 4 and 5 above. This Section shall not apply to any information or materials: (i) which are rightfully in the public domain at the time of disclosure to the receiving Party or subsequently enter the public domain after disclosure to the receiving Party; (ii) which was in the possession of, or known by, the receiving Party prior to its receipt from the disclosing Party; (iii) which are rightfully disclosed to the receiving Party by another person not in violation of the proprietary or other rights of the disclosing Party, or any other person or entity; (iv) which are independently developed by the receiving Party, (v) is required to be disclosed by law, provided that the Party required to make such disclosure shall be required to make reasonable efforts, consistent with applicable law, to limit the scope and nature of such required disclosure.

The terms and conditions of this Section shall survive the expiration and any termination of this Agreement.

  1. Relationship of Parties. You understand that notwithstanding the use of the term “partner” or “reseller”, You shall remain an independent contractor and that this Agreement in no way creates a partnership, joint venture, agency or alliance between the Parties or any joint liability. You will not have, and will not represent that You have any power, right or authority to bind CyberCertify, or to assume or create any obligation or responsibility, express or implied, on behalf of CyberCertify or in CyberCertify’s name, except as expressly provided in this Agreement.
  2. Indemnification. You shall indemnify, hold harmless, and, upon CyberCertify’s request, defend CyberCertifyc against any claims, liabilities, and expenses, including but not limited to court costs and attorney’s fees, arising from the acts or omissions of You, Your employees, and agents in connection with this Agreement.
  3. LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law and regardless of whether any remedy set forth herein fails of its essential purpose, in no event will CyberCertify or its licensors, resellers, suppliers or agents be liable to You or any person under this Agreement or otherwise (I) for lost profits, loss of use, loss of or corruption of data, loss of good will, business interruption, loss of production, loss of revenues, loss of contracts, or loss of anticipated savings or wasted management and staff time; or (II) for any incidental, indirect, special or consequential damages, or any and all other similar damages or loss whether arising directly or indirectly out of the Agreement or the performance, defective performance, non-performance or delayed performance of CyberCertify of any of its obligations in connection with or arising under this Agreement even if Symantec has knowledge of the likelihood of such damages. Except as limited by applicable law, any liability of CyberCertify to You hereunder shall be limited to the amounts paid by You to CyberCertify under this Agreement for the preceding twelve (12) month period. To the fullest extent permitted by applicable law, CyberCertify disclaims all express and implied warranties with regard to the CyberCertifyATR Program and all CyberCertify products or services, including warranties of merchantability, satisfactory quality and fitness for a particular purpose. Neither party will be liable for severance payments or other damages or costs of any nature arising from the expiration or termination of this Agreement in accordance with its terms. Nothing in this Agreement shall operate so as to exclude or limit CyberCertify’s liability to You for death or personal injury arising out of negligence or for any other liability which cannot be excluded or limited by law.
  4. General. This Agreement supersedes all previous agreements and representations of or on behalf of the parties with respect to the subject matter of this Agreement. CyberCertify’s failure or delay in exercising any of its rights will not constitute a waiver of such rights unless expressly waived in writing. You may not assign this Agreement without CyberCertify’s prior written approval.

This Agreement shall be governed and interpreted according to each of the following laws, respectively, without regard to its conflicts of law provisions, the laws of the State of Arizona.

You agree that any breach of this Agreement may result in irreparable harm to CyberCertify for which monetary damages may not be sufficient and that CyberCertify will be entitled to seek equitable relief without prejudice to any other rights or remedies that may be available to CyberCertify. If a court of law finds any provision of this Agreement unenforceable, the parties agree to replace the offending provision with an enforceable provision that most nearly achieves the intent and economic effect of the unenforceable provision.

  1. General and Export Compliance. You hereby acknowledge and agree that CyberCertifysolutions and Training Material, in any format CyberCertify provides You, and any related download or technology (“Controlled Technology”) may be subject to applicable export control and trade sanction laws, regulations, rules and licenses.

You shall comply with all applicable laws, rules and regulations in connection with Your activity under this Agreement.

  1. Anti-Corruption Laws. You (including any and all officers, directors, employees, agents and any person under Your control) shall comply with, and shall require Your contractors, subcontractors and any contingent workers to comply with, any and all applicable anti-corruption laws and regulations, including but not limited to the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010. Without limiting the foregoing, You (including any and all officers, directors, employees, agents and any person under Your control) shall not, directly or indirectly, make, promise to make, or accept any payment, offer or transfer of anything of value in connection with this Agreement or any other business transaction relating to CyberCertify, to:

(i) anyone working in an official capacity for a non-U.S. government, government entity (including employees of government owned or controlled corporations) or public international organization;

(ii) any political party, party official, or candidate for political office;

(iii) an intermediary for payment to any of the foregoing;

(iv) any officer, director, employee of any actual or potential customer of CyberCertify;

(v) any officer, director or employee of CyberCertify or any of its affiliates; or

(vi) any other person or entity if such payment, offer or transfer would violate the laws of the country in which made or the laws of the United States of America.

It is the intent of the parties that no payments, offers or transfers of value shall be made which have the purpose or effect of public or commercial bribery, acceptance or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business or directing business to any person or entity. You shall cooperate fully in CyberCertify’s efforts to enforce the terms of this provision, including but not limited to

  • providing upon request from CyberCertify a certification of compliance with this provision on CyberCertify’s then-current form, signed by an authorized representative of Your organization; and
  • providing reasonable co-operation at Your expense with respect to any investigation relating to this provision.

c. No Conflict of Interest; Code of Conduct. You warrant and represent that You have full capacity and authority and all necessary consents to enter into and perform the obligations contained in this Agreement and that upon enrolling in the ATR Program You do not have, and during your membership in the ATR Program You shall not have, any conflict of interest which would violate applicable policies, regulations or laws. You shall obtain and maintain in force adequate or customary insurance with reputable insurers during the term of this Agreement. You acknowledge and agree that in no event shall the coverage limits affect or limit in any manner Your liability under Section 6.

This non-exclusive Agreement is entered into as of the date of execution by You and shall continue in effect until otherwise terminated in accordance with these terms. This Agreement shall be deemed executed by You on the date You submit your ATP Application. However, notwithstanding the above, both Parties acknowledge that Your right to receive ATR Program benefits is expressly conditioned upon CyberCertify’s written acceptance of You into the ATP Program; further, You agree that if You earlier represent Yourself as an ATR Program member or You request or accept any ATP benefits then, in any action to enforce CyberCertify’s rights, Your activities shall be deemed governed by the terms and conditions of this Agreement. Your membership of the ATR Program requires Your ongoing compliance with all terms of the Agreement including the Program Guide and all requirements thereunder. Either Party shall have the right to terminate this Agreement at any time without cause by written notice. Each Party shall use commercially reasonable efforts to give the other Party thirty (30) days’ notice of termination of this Agreement. Notwithstanding such 30-day notice provision, CyberCertify may terminate the Agreement for Your non-compliance with Sections 3, 4, 5, 6 or 7, for which notice shall be effective upon receipt. In the event of termination for reasons other than Your non-compliance, You may continue to deliver Training Sessions and using/distributing CyberCertifyContent under the terms of this Agreement, for Training Sessions scheduled before the effective date of such termination (not to exceed 90 days from the date of notice of termination).

Furthermore, this Agreement may at CyberCertify’s discretion be deemed terminated without notice or action by CyberCertify if

    • a receiver is appointed for You or Your property,
    • You become insolvent or unable to pay Your debts as they mature,
    • You make an assignment for the benefit of creditors, or
    • You become the subject of any proceeding under any bankruptcy, insolvency or debtor’s relief law.

CyberCertify reserves the right to modify the ATR Program, including the Program Guide, including any condition, requirement or benefit. All such changes shall be effective upon notice to You or at such time that CyberCertify may specify, provided that CyberCertify will use commercially reasonable efforts to give You thirty (30) days’ notice of any material change to the ATR Program and/or Program Guide. Should You disagree with any change or modification, You may terminate this Agreement in accordance with its terms.

Any notice provided under this Agreement by You must be in writing and will be deemed given upon the earlier of actual receipt or ten (10) days after being sent by first-class mail, return receipt requested, to the attention of CyberCertify, Cyber Security Training and Consulting LLC, 112 North Central Avenue, Suite M09, Phoenix, AZ, USA 85004 or such address as provided by CyberCertify via written notice.

Any notice provided by CyberCertify under this Agreement, including changes to the Program Guide, may be furnished via post, email, or by publication on CyberCertify’s ATR partner website, https://cybercertify.me/atr/, or successor URL, that describes the CyberCertifyATR Program requirements and benefits.