Part A of these Master Terms apply to all Customers and Users. Part B of these Master Terms only apply to a Customer that is not an individual. Defined terms used in this Part A are defined in Section 18.
1. TERM
1. Customer’s Agreement starts on the date an Ordering Document is signed or submitted digitally (as applicable) by Customer ("Effective Date") and subject to Section 1.3, will stay in force until terminated in accordance with the Agreement. The Master Terms will apply to Customer’s use of any Product.
2. If User is not a Customer, User’s Agreement starts on the earlier of the date User registers for or starts using, a Product and will stay in force during the period User is entitled to use that Product.
3. The Ordering Document will state whether Customer’s Agreement term for any Product is for a specific period. If it is, that period will run from the Effective Date. The Ordering Document will also state if any specific term will automatically renew, if so, for what period and the notice period required to prevent such renewal. If Customer’s Agreement is for a specific term, it may not be terminated during that term unless specifically allowed under the Agreement.
2. PRICE
1. Payment of the Price. Customer will pay the Price and, on the terms, specified in the Ordering Document without set-off or deduction. Customer must notify Cyber Struggle of any invoice disputes within 15 days of the date of invoice. Cyber Struggle may apply a service charge of 1% per month to all amounts not paid to Cyber Struggle when due.
2. Payment of Taxes. The Price excludes taxes, and Customer will also pay applicable taxes and duties (including withholding taxes, value added tax (VAT), GST or other taxes). Customer will provide to Cyber Struggle written evidence of any withholding tax paid by Customer or any tax exemption on which Customer wishes to rely. If Customer must withhold or deduct any portion of the Price, then Cyber Struggle must receive from Customer such amounts as will ensure that the net receipt, after tax and duties, to Cyber Struggle regarding the Price is the same as it would have been were the payment not subject to the tax or duties.
3. Changes to Charges. If the Ordering Document states Customer’s Agreement term for any Product will automatically renew, Cyber Struggle may increase the Price for the Product from time to time by providing Customer not less than 30 days’ notice of such increase (Increase Notice). Customer may terminate its Agreement on notice to Cyber Struggle within 30 days of the date of the last Increase Notice. Otherwise, the Price as increased, will be payable until any subsequent Increase Notice.
3. PERFORMANCE AND COMPLIANCE
1. Performance. Cyber Struggle will provide the Products to Customer using reasonable skill and care.
2. Compliance with Laws. Cyber Struggle will provide, and User will use the Products in accordance with and not in breach of, applicable laws and regulations.
3. Export Control and Sanctions. Neither Customer or User will obtain, retain, use, or provide access to any Products to an Affiliate, other User or any third party in a manner that may breach any applicable export control or economic sanctions laws and regulations for any jurisdiction, including the United States of America and the European Union and its Member States. Customer warrants that neither it nor any User or Affiliate to which Customer provides access to the Products is or is affiliated with a specially designated or sanctioned entity under any of those laws and that, in any transaction relating to Cyber Struggle or its Affiliates, it will not involve sanctioned parties, including without limitation through the use of bank accounts at banks that are sanctioned parties.
4. Proper Usage. User must not use any knowledge or expertise gained from a Product in any illegal or unethical manner or to harm any person or entity.
4. USER ADMINISTRATION
1. Product Access. If Cyber Struggle notifies User that a Product is available to access by User for a specific time period, Cyber Struggle is under no obligation to extend that period.
2. Course Start Dates. User must begin an online course within one year of payment of the related Price.
3. Registration. All Users are subject to Cyber Struggle’s standard individual Product user registration requirements and may not be accepted as a User by Cyber Struggle in its discretion. User will ensure that registration information supplied by User is accurate and complete. Cyber Struggle may terminate User’s Agreement at any time without notice or liability if User fails to meet such registration requirements.
4. Usage. Cyber Struggle may terminate or suspend a User ’s right to use or access the Site, Products or Materials if it believes that User is in breach of its Agreement.
5. User Details. Cyber Struggle will process User Personal Data in accordance with its privacy policy from time to time which can be found at https://cyberstruggle.org/privacy-policy
6. Publication. Cyber Struggle may publish User information on the Site including but not limited to User’s name, Cyber Struggle Identification Number (“CSID”) course, examination, Certificate and Certificate revocation information. Cyber Struggle may also make such information available to User’s employer if it is a Customer.
5. CERTIFICATIONS AND EXAMINATIONS
1. Proctoring. To ensure the integrity of its examinations, Cyber Struggle may require any examination to be remotely proctored. More information on proctoring and Cyber Struggle’s requirements can be found in the FAQs and such requirements and incorporated by reference any non-compliance with those requirements with be regarded as a material breach of User’s Agreement. Cyber Struggle will make the technical requirements necessary for remote proctoring available to User and it is User’s responsibility to ensure it can comply with them.
2. Exam Conduct. User’s involvement in cheating in relation to any examination, whether by providing assistance to others (including by republishing Materials, exam reports, answers, notes or hints) or receiving assistance from others is a material breach of its Agreement. Any material breach of User’s Agreement will lead to any Certificate issued to User being revoked and User will not be able access any further Products at any time.
3. Certificates. Certificates are personal to User and non-transferable.
4. Further Information. Further information on Certificates and examinations including Cyber Struggle’s approach to examination conduct and proctoring can be found in the Materials and the FAQs.
6. USAGE PERMISSIONS AND RESTRICTIONS
1. Usage. Cyber Struggle permits a User to use only the Products and associated Materials set out in the applicable Customer Ordering Document for its own personal use.
2. Usage Restrictions. (a) User will not: (i) copy, publish, redistribute, sub-license, transmit, modify, create derivative works from, download, rent, lease, loan, sell, assign, display, publish, broadcast, frame, perform, or an in any way exploit any part of the Site, Products or Materials; (ii) use or provide the Products or Materials on a commercial or white-labelled basis, or otherwise, to train or otherwise benefit any third party; (iii) use any Materials other than to properly use the Products; (iv) publish any tips, hints or techniques in relation to any examination provided by Cyber Struggle; (v) merge, decompile, disassemble, or reverse-engineer (or attempt to) any element of the Site, Products or Materials (vi) access the Site, Products or Materials for any competitive purpose; or (vii) use any data mining, robots or similar data gathering or extraction methods in connection with the Site, Products or Materials. (b) Any Materials or other rights provided in connection with a Product are non-transferable and non-sublicensable by User. (c) User may not use Cyber Struggle’s name, trademarks or any derivatives of them without Cyber Struggle’s prior written consent. (d) User will indemnify Cyber Struggle for any Damage its suffers or incurs as a result of a breach of this Section 6.
3. Site and Hosted Product Environments. While accessing the Site or using a Product in an Cyber Struggle hosted environment, Users will only perform the actions permitted by the Site terms or Product Materials and will not: (a) attack scan, test, probe or penetrate the Site or Product infrastructure in any way; (b) introduce malicious programs (including viruses, worms, Trojan horses, e-mail bombs); (c) harm or interfere with other users; or (d) perform other actions that may damage or adversely affect the operation of the Site or Product or the associated infrastructure. Cyber Struggle will routinely monitor User activity in any hosted environment.
4. Interactive Services. Some Products contain Interactive Services. Cyber Struggle does not routinely monitor, and accepts no liability for, the material posted via Interactive Services. Cyber Struggle will own all Intellectual Property Rights in any material posted via Interactive Services and will not be required to return, delete or destroy it. When using Interactive Services User must not: (a) use threatening, abusive, defamatory, illegal, obscene or otherwise objectionable behaviour; (b) transmit advertising or marketing material; (d) infringe another's privacy, confidentiality or intellectual property rights; (e) cause a security breach or network security risk; or (f) violate any law.
7. INTELLECTUAL PROPERTY, USAGE AND FEEDBACK
1. Products and Materials. User acknowledges that (a) as between the parties, all Intellectual Property Rights in the Site, Products and Materials are (owned by Cyber Struggle, its Affiliates or its or their licensors, and (b) User is not granted any rights in the Site, Products or Materials except as specifically granted to User in its Agreement. User will not remove or conceal any proprietary rights notice in the Products or Materials.
2. Usage and Feedback. Cyber Struggle will collect and use information related to User’s use of the Products and any feedback on Cyber Struggle’s products and services to ensure compliance with User’s Agreement, to test, develop, improve and enhance its products and services, to report to Customer on usage and to create derivative works based on such usage and feedback. Cyber Struggle will own all Intellectual Property Rights in any such feedback and derivative works and will not be required to return, delete or destroy it.
3. Product Marking. To protect its Intellectual Property Rights, Cyber Struggle may mark Products or Materials with User information and User will not attempt to remove or conceal and such marks.
8. SECURITY
1. Concurrent usage or sharing of Products or Materials between Users and third parties is not permitted. Access to the Products and Materials may be subject to using passwords and other security devices or arrangements for access (“Security Credentials”) provided by Cyber Struggle. Such Security Credentials must not be shared. Cyber Struggle may change Security Credentials with notice to Users.
9. PRODUCT KNOWLEDGE AND SUPPORT
1. Customer Knowledge. Customer must ensure it has the knowledge, expertise, equipment and facilities (as posted on the Site from time to time) needed to use the Products and that the Products are suitable for Customer’s purpose. No refunds are available after purchase of a Product.
2. Support Provided. To assist in resolving technical problems with the Products, Cyber Struggle may provide email and/or online access to its helpdesk or may provide self-help tools. A more detailed description of the support provided by Cyber Struggle can be obtained from the FAQs.
10. CHANGES
1. Changes to Products. Cyber Struggle may modify a Product (including by changing its specifications, the media by which it is delivered or removing third party owned content) but will not change its fundamental nature.
11. TERMINATION
1. Suspension. Cyber Struggle may suspend, on notice, the provisions of all or part of a Product and Customer’s rights in relation to that Product if: (a) Cyber Struggle has the right to terminate under Section 11.2 (Termination for Breach); or (b) to protect Cyber Struggle’s systems and security and for scheduled maintenance. Any suspension may continue until Cyber Struggle is satisfied that the condition is remedied. Customer is still required to pay the Price during any period of suspension permitted by (a) above. Any such suspension will be without prejudice to any rights Cyber Struggle may have to later terminate Customer’s Agreement.
2. Termination for Breach. Either party may terminate its Agreement with the other, upon notice, if the other materially breaches that Agreement and the breach (a) remains un-remedied 30 days after the date the breaching party receives a notice from the other party describing the breach and requiring it to be cured, or (b) is incapable of being cured.
3. Customer Associated User Agreements. On termination of a Customer Agreement for any reason any associated User Agreement will also terminate automatically and without notice.
4. Delete or Return Information. Following termination of User’s Agreement, and at any time on request, User will promptly return, delete or destroy all Cyber Struggle’s Confidential Information. However, Customer may retain copies to the extent required by, and used only to (i) comply with, law or regulation, and (ii) support the enforcement or defence of a party’s rights under that Agreement.
5. Survival of Terms. Termination of party’s Agreement will not affect its accrued rights and obligations. These Sections of Part A of the Master Terms will survive termination: 2 (Price), 7 (Intellectual Property Rights, Usage and Feedback), 11.4 (Delete or Return Information) 11.5 (Survival of Terms), and 12 to 18 (Confidentiality; Data Privacy; Audit; Disclaimers; Limitation of Liability; Indemnity, Miscellaneous and Definitions), along with any others that by their nature should survive.
12. CONFIDENTIALITY
1. Non-disclosure. The Receiving Party will hold the Disclosing Party’s Confidential Information in confidence, will use it solely for Receiving Party’s Agreement and will disclose no part of it to any third party except to (a) Users for the sole purpose of them using the Products and (b) any Affiliates, and its and their consultants and third-party contractors (collectively, “Representatives”) who need access to the same for the purposes of Receiving Party’s Agreement. Any such disclosure shall not imply and right to use the Products or Materials by any Representative unless permitted by Receiving Party’s Agreement. The Receiving Party will be responsible for any breach of Receiving Party’s Agreement caused by any of its Representatives. If a Receiving Party is legally compelled to disclose the Disclosing Party’s Confidential Information, the Receiving Party shall (a) provide prompt notice (if legally permissible) to the Disclosing Party so the Disclosing Party can seek a protective order or other remedy, and (b) limit any such disclosure to the extent of the legal requirement and the disclosed information will remain Confidential Information despite such disclosure.
2. Exceptions. These obligations of confidentiality do not apply to information which: (a) is or becomes (through no act or omission of the Receiving Party or its Representatives), generally available to the public; (b) becomes known to the Receiving Party or any of its Affiliates on a non-confidential basis through a third party not subject to an obligation of confidentiality regarding that information; (c) was lawfully in the possession of the Receiving Party or any of its Affiliates before such disclosure; (d) is independently developed by the Receiving Party or any of its Affiliates; or (e) the Disclosing Party agrees is not confidential or may be disclosed.
13. DATA PRIVACY
1. Data Privacy Laws. Cyber Struggle will process User Personal Data in accordance with all obligations imposed on it under applicable laws or regulations governing the processing of Personal Data.
2. Regulatory Requirements. Customer shall ensure that any User Personal Data it discloses to Cyber Struggle is disclosed in accordance with the laws and regulations applicable to Customer.
3. Protective Measures. Cyber Struggle will maintain and will require all third-party data processors it engages to maintain, appropriate physical, technical and organizational measures to protect User Personal Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access. The parties shall use reasonable efforts to assist one another in relation to the investigation and remedy of any claim, allegation, action, suit, proceeding or litigation regarding alleged unauthorized access, use, processing or disclosure of User Personal Data.