If User is using the Site or Services on behalf of User's employer, User represents that it is authorized to accept these Terms on its employer's behalf. Unless explicitly stated otherwise, the Terms will govern the use of any new features that augment or enhance the current Services, including the release of new CyberSecurity Institute resources and services. In the case of any violation of these rules and regulations, CyberSecurity Institute reserves the right to seek all remedies available by law and in equity for such violations. These rules and regulations apply to all visits to the Site, both now and in the future.
MODIFICATIONS TO THE SITE: CyberSecurity Institute reserves the right to modify or discontinue all or part of the Site, temporarily or permanently, with or without notice to User, and is not obligated to support or update the Site. The amended Terms shall be effective immediately after they are initially posted on this Site. User's continued use of the Site after the posting of the amended Terms on the Site constitutes User's affirmative: (a) acknowledgement of the Terms and its modifications; and (b) agreement to abide and be bound by the Terms, as amended. User acknowledges and agrees that CyberSecurity Institute shall not be liable to User or any third party in the event that CyberSecurity Institute exercises its right to modify or discontinue all or part of the Site.
LINKS: The Site may
provide links to other websites or resources. User
acknowledges and agrees that CyberSecurity Institute
is not responsible for the availability of such external
sites or resources, and does not endorse and is not
responsible or liable for any content, advertising,
products, or other materials on or available from
such sites or resources. User agrees that SP Hailey
Enterprises shall not be responsible or liable, directly
or indirectly, for any damage or loss caused or alleged
to be caused by or in connection with use of or reliance
on any such content, products or services available
on such external sites or resources.
INTELLECTUAL PROPERTY RIGHTS: User acknowledges that content, including but not
limited to policy information, text, software, music,
sound, photographs, video, graphics, the arrangement
of text and images, commercially produced information,
and other material contained on the Site ("Content"),
is protected by copyright, trademarks, service marks,
patents or other proprietary agreements and laws and
User is only permitted to use the Content as expressly
authorized by CyberSecurity Institute. These Terms do
not transfer any right, title, or interest in the
Site or the Content to User, and User may not copy,
reproduce, distribute, or create derivative works
from this Content without express authorization by
CyberSecurity Institute. User agrees not to use or divulge
to others any information designated by SP Hailey
Enterprises as proprietary or confidential. Any unauthorized
use of any Content contained on this Website may violate
copyright laws, trademark laws, the laws of privacy
and publicity, and communications regulations and
statutes. EXCEPT AS SPECIFICALLY PERMITTED HEREIN,
NO PORTION OF THE INFORMATION ON THIS WEB SITE MAY
BE REPRODUCED IN ANY FORM, OR BY ANY MEANS, WITHOUT
PRIOR WRITTEN PERMISSION FROM CyberSecurity Institute..
USERS ARE NOT PERMITTED TO MODIFY, DISTRIBUTE, PUBLISH,
TRANSMIT OR CREATE DERIVATIVE WORKS OF ANY MATERIAL
FOUND ON THIS SITE FOR ANY PUBLIC, PERSONAL OR COMMERCIAL
PURPOSES. THE CONTENT IS NOT TO BE CACHED OR STORED
BY ANY MEANS OTHER THAN THAT WHICH OCCURS LOCALLY
ON A COMPUTER SYSTEM BY WEB BROWSER SOFTWARE.
DISCLAIMER OF WARRANTIES: USER EXPRESSLY AGREES THAT USE OF THE SITE AND SP
HAILEY ENTERPRISES' SERVICES IS AT USER'S SOLE RISK.
THE SITE IS PROVIDED ON AN "AS IS", "AS
AVAILABLE" BASIS. SP HAILEY ENTRPRISES EXPRESSLY
DISCLAIMS ALL WARRANTIES OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO THE IMPLIED WARRANTIES OF MERCHANTABLITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT
AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE,
COURSE OF DEALING OR COURSE OF PERFORMANCE. SP HAILEY
ENTRPRISES MAKES NO WARRANTY THAT THE SITE OR PRODUCTS
OR SERVICES OBTAINED THROUGH OR ON THE SITE WILL MEET
USER'S REQUIREMENTS, OR THAT THE SITE WILL BE UNINTERRUPTED,
TIMELY, SECURE, ERROR FREE OR VIRUS-FREE NOR DOES
SP HAILEY ENTERPRISE MAKE ANY WARRANTY AS TO THE RESULTS
THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR SP
HAILEY ENTERPRISES' SERVICES OR AS TO THE ACCURACY
OF ANY CONTENT OR ANY INFORMATION OR PRODUCTS OBTAINED THROUGH THE SITE OR THAT DEFECTS IN CyberSecurity Institute' SERVICES WILL BE CORRECTED.
USER UNDERSTANDS AND AGREES THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT USER'S OWN DISCRETION AND RISK AND THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES UNDER CERTAIN CIRCUMSTANCES; CONSEQUENTLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO USER, IN WHOLE OR IN PART.
LIMITATION OF LIABILITY: As a condition of use of the Site, and in consideration of the Services provided by CyberSecurity Institute, User agrees that neither CyberSecurity Institute, nor any officer, affiliate, director, shareholder, agent, contractor or employee of CyberSecurity Institute will be liable to User or any third party for any direct, indirect, incidental, special, punitive, or consequential loss of profits, loss of earnings, loss of business opportunities, damages, expenses, or costs resulting directly or indirectly from, or otherwise arising in connection with the Site or Content; including but not limited to any of the following:
a. Reliance. The use of the Site by the User, including but not limited to damages resulting from or arising from User's reliance on the Site or any Content on the Site, or the mistakes, omissions, interruptions, errors, defects, delays in operation, non-deliveries, mis-deliveries, transmissions, eavesdropping by third parties, or any failure of performance of the Site or any Content. Content is for informational purposes only.
b. Termination. The termination of User's use of the Site by SP Hailey Enterprises pursuant to these Terms.
c. Infringement. Any allegation, claim, suit, or other proceeding based upon a contention that the use of the Site by a User or a third party infringes or misappropriates the copyright, patent, trademark, trade secret, confidentiality, privacy, or other intellectual property rights or contractual rights of any third party.
d. Force Majeure. Any delay or failure of CyberSecurity Institute to perform due to government restriction, strikes, war, any natural disaster or any other condition beyond CyberSecurity Institute' control.
The limitations set forth in this section apply to the acts, omissions, negligence, and gross negligence of CyberSecurity Institute and its affiliates, contractors, subcontractors, officers, directors, shareholders, managers, employees, and agents, which, but for this provision, would give rise to a course of action in contract, or any other legal doctrine.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS,
CyberSecurity Institute SHALL NOT BE LIABLE FOR ANY
DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, MULTIPLE,
OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR
THE INABILITY TO USE SP HAILEY ENTRPRISES' SERVICES
OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND
SERVICES OR RESULTING FROM ANY PRODUCTS OR SERVICES
PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO
THROUGH THE SITE OR RESULTING FROM UNAUTHORIZED ACCESS
TO, DELETION OR ALTERATION OF USER'S TRANSMISSIONS
OR DATA OR FAILURE OF THE SITE TO STORE USER'S TRANSMISSIONS
OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR
LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE PROPERTY,
EVEN IF CyberSecurity Institute HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES UNDER CERTAIN CIRCUMSTANCES; CONSEQUENTLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO USER, IN WHOLE OR IN PART.
NO RESALE OF THE SITE: User agrees not to reproduce, duplicate, copy, sell,
resell, exploit or make any commercial use of or access
to the Site, without the express written consent of
LAWFUL USE: User agrees that use of the site is subject to all applicable national, state, and local laws and regulations, and that User is solely responsible for the contents of its communications through the site. By posting information in or otherwise using any communications service, message board, newsgroup, software library, or other interactive service that may be available to you on or through this site, User agrees that it shall not upload, share, post, or otherwise distribute or facilitate distribution of any content, including but not limited to text, communications, software, images, sounds, data, or other information that: (1) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortuous, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates CyberSecurity Institute' rules or policies; (2) victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (3) infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party; (4) constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling; (5) contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or (6) impersonates any person or entity, including any of our employees or representatives.
INDEMNIFICATION: User will defend, indemnify and hold harmless SP Hailey Enterprises and its affiliates, directors, officers, employees, proprietors, independent contractors, consultants, partners, shareholders, representatives, customers, agents, predecessors, successors, and permitted assigns from and against any claim, suit, demand, loss, damage, expense (including reasonable attorneys' fees and costs) or liability that may result from, arise out of or relate to: (a) acts or omissions by User arising out of or in connection with this Agreement; (b) intentional or negligent violations by User of any applicable laws or governmental regulation, (c) contractual relations between the User and a third party; or (d) infringement of intellectual property rights including, but not limited to, rights relating to patent and copyright.
User acknowledges that CyberSecurity Institute has no control over the content of information transmitted by User or Users customers and that CyberSecurity Institute does not examine the use to which User or User's customers put the Services or the nature of the information User or Users customers send or receive. User agrees not to transmit and to prohibit its users from transmitting content that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of anothers privacy, tortuous, or contains explicit or graphic descriptions or accounts of sexual acts. User hereby indemnifies and holds harmless CyberSecurity Institute, its stockholders, officers, directors, employees and agents from any and all loss, cost, damage, expense, or liability relating to or arising out of the transmission, reception, and/or content of information of whatever nature transmitted or received by User or User's users.
DISCLOSURE; FORWARD-LOOKING STATEMENTS: Except for historical information, all of the expectations, projections and assumptions contained in any press releases on this site, including those set forth relating to CyberSecurity Institute' current expectations regarding revenue growth, sources of revenue, margin improvement and future capital expenditures constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties.
ACCESS TO PASSWORD PROTECTED/SECURE AREAS: Access to and use of password protected and/or secure areas of the Site is restricted to authorized users only. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.
TERMINATION & EFFECT: The Company may terminate or suspend access to the Site with or without cause at any time and effective immediately. Reasons for termination or suspension shall include, but are not limited to, the following: inactivity of the User; violation of any terms listed in this policy; or failure to pay for Services. Termination shall be accompanied by a written or electronic notice to the User. CyberSecurity Institute shall not be liable to User or any third party for termination of the Site. Should User object to any provision of the Terms or any subsequent modifications thereto or become dissatisfied with the Site in any way, User's only recourse is to immediately: (a) terminate use of the Site; and (b) notify CyberSecurity Institute of termination. Upon termination of access to the Site, User's right to use the Site shall immediately cease.
SEVERABILITY: In the
event that any provision of the Terms shall, in whole
or in part, be determined to be invalid, unenforceable
or void for any reason, such determination shall affect
only the portion of such provision determined to be
invalid, unenforceable or void, and shall not affect
in any way the remainder of such provision or any
other provision of the Terms. CyberSecurity Institute'
failure to act with respect to a
breach by User or others does not waive its right to act with respect to subsequent or similar breaches.
Through use of the Site, CyberSecurity Institute may
make available to the User Confidential Information (as defined below) in connection with the activities contemplated hereunder. User agrees that during the Term of this Agreement and thereafter (a) User shall provide at a minimum the same care to avoid disclosure of unauthorized use of confidential information as is provided to protect User's own similar information, but in no event less than a reasonable standard of care; (b) User will use Confidential Information belonging to the other solely for the purposes of this
Agreement and (c) User will not disclose Confidential Information belonging to CyberSecurity Institute to any third party (other than its employees and/or consultants reasonably requiring such Confidential Information for purposes of this Agreement who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein) without the express prior written consent of CyberSecurity Institute. User will promptly return to the disclosing Party upon request any Confidential Information of SP Hailey Enterprises. CyberSecurity Institute will not monitor, edit, disclose, sell, rent, license, exchange, or release any of your personally identifiable information without your explicit consent unless CyberSecurity Institute has reason to believe that disclosing this information is necessary: (a) to conform to the edicts of law or comply with legal process served on CyberSecurity Institute; (b) to prevent injury to or interference with (either intentionally or unintentionally) CyberSecurity Institute rights or property, other CyberSecurity Institute' users, or anyone else that could be harmed by such activities; or (c) to act under exigent circumstances to protect the personal safety of the users or the public. If CyberSecurity Institute transfers assets or has any change in control, user information may be transferred to the entity that acquires such assets or control of CyberSecurity Institute.
For purposes of this Agreement, "Confidential Information" means, with respect to SP Hailey Enterprises, any and all information in written, representational, electronic, verbal or other form relating directly or indirectly to the present or potential business, operation or financial condition of CyberSecurity Institute (including, but not limited to, information identified as being proprietary and/or confidential, pricing, marketing plans, customer and supplier lists, service data, and any information which might reasonable be presumed to be proprietary or confidential in nature) excluding any such information which: (i) is known to the public (through no act or omission of SP Hailey Enterprises in violation of this Agreement); (ii) is lawfully acquired by CyberSecurity Institute from an independent source having no obligation to maintain the confidentiality of such information; (iii) was known to CyberSecurity Institute prior to its disclosure under this Agreement; (iv) was independently developed by CyberSecurity Institute; or (v) is required to be disclosed by governmental or judicial order.
GOVERNING LAW: These Terms shall be governed by and construed in accordance with the laws of the State of Washington without regard to its choice of law provisions. In the event of any conflict between foreign laws, rules and regulations and those of the United States, the laws, rules and regulations of the United States shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms. User hereby consents to personal jurisdiction by the state and federal courts located in King County Washington. These Terms and any modifications hereto constitute the entire agreement between the parties with regard to the subject matter hereof and supersede all prior understandings and agreements, whether written or oral, as to such subject matter. Nothing contained in these Terms shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose.