OpenStrict Terms and Conditions

1. About our Products

OpenStrict offers cybersecurity training and certification products and associated services. These products include pdf, videos and hands-on labs. These products and related materials may be downloaded, accessed online or delivered in the form of live training.

Certain of our products are available on a subscription basis and require login credentials to access. Subscriptions are purchased on a per individual user basis. Login credentials may not be shared among individuals, groups, or teams or with third parties. A breach of the foregoing is a material breach of the Terms.

Product users may have access to an online account management page to manage their relationship with us depending on the product that they use.

2. Definitions

The following capitalized terms are used in the Terms and have the meanings defined below.

Affiliate means a legal entity that directly or indirectly (a) controls (b) is controlled by or (c) is under common control of another legal entity

Confidential Information means (a) our know how (b) the content or configuration of Products and Services (c) any other information that may help a person pass one of our exams (d) the terms of your Order (e) any other business, financial or technical information in any form which the Recipient should reasonably know is confidential

Customer means a person using Product

Customer User means a person using Product under a User's account (a) as User's employee (b) as User's contractor (c) in another capacity identified in User's Order

Discloser means the party disclosing Confidential Information

Damage(s) means loss(es), damage(s) or cost(s) arising in any way

Data Privacy Laws means all data protection legislation in force from time to time applicable to the processing of Product User Personal Data including the General Data Protection Regulation ((EU) 2016/679) (GDPR)

Intellectual Property Rights means database rights, design rights, moral rights, patents, trademarks, service marks, trade and service names, copyrights, know-how, trade secrets and similar rights existing anywhere in the world at any time

Materials means video recordings, lab contents, pdf, data, documents, graphics, tools, dashboards, software, code, scripts, other materials and associated media provided by us with Product

Order means our online or other registration or order form that describes the Products we provide you

Personal Data means the same as it does in GDPR

Processing means the same as it does in GDPR

Product(s) means our free or paid services, products or features (a) as described in your Order or (b) which we otherwise authorise you to use

Product User Personal Data means Personal Data provided to us by or about a Product user

Recipient means the party receiving Confidential Information

Site means www.openstrict.com, other websites and community sites owned by us on which these terms and conditions appear, and subdomains of those sites and content provided through them

User means an individual registered with us to use a paid Product

Terms means these terms and conditions and any further terms set out in your Order as applicable to you. If there is a conflict between your Order and these terms and conditions, your Order will take precedence

We/our/us means OpenStrict Unlimited or one of its Affiliates

You/your means Customer, Product user and/or Site visitor depending on the context

If we use the word “including” or similar words before describing any items, such items are examples only and should not be regarded as an exhaustive list.

3. Accepting the Terms

The Terms create a legally binding agreement between you and us and apply every time you buy or use Products, Materials or Site. If you click online to indicate your acceptance of the Terms, make payment based on an Order that references the Terms, or continue to use Products or Site, you have agreed to the Terms.

We do not accept any other terms or conditions that you attempt to impose on us including those associated with any purchase order you issue. Such other terms and conditions will not apply to your Order.

You must ensure that any of your Affiliates or Customers Users that access Products you have bought from us comply with the Terms.

4. Using Products

We authorize you to use Site, Products and Materials for your own personal use in accordance with the Terms.

You must make sure (a) you have the knowledge, expertise, equipment and facilities needed to use Products (as posted on Site from time to time) (b) Products are suitable for your purpose.

You must start using a Product within any specific time period we specify and we are under no obligation to extend that period.

In relation to Products, Materials and Site, you must not (a) remove or hide proprietary notices (b) remove or hide Personal Data we use to identify you as Product user including watermarks on the pdf and videos you download (c) perform any attack, scan, test, probe or penetration other than as specifically permitted by us (e) perform other actions that may cause damage (f) use data mining, robots or similar data gathering methods (g) harm or interfere with other Product users.

To ensure you comply with the Terms, we will routinely monitor your activity while you are using our Products or taking an exam.

5. Using Interactive Product Features

Some Products may allow interactivity among Product users including instant messaging, chatrooms, blogs, forums, polls or bulletin boards. We do not routinely check interactions among Product users and accept no liability for material posted via these interactive features. We have no obligation to remove these materials but we may do so at our sole discretion.

You must not (a) use abusive, defamatory, illegal or objectionable language (b) send advertising or marketing material (c) infringe others’ privacy, confidentiality or intellectual property rights when using interactive Product features.

6. Responsibility for Customer Users

If you are a Customer purchasing Products for your Customer Users:

• As Customer, you are permitted to use Products and associated Materials for your own internal
  business purposes in accordance with the Terms
• As Customer, you may only allow your Customer Users to use Products and Materials
• As Customer, you must ensure Products and Materials are not shared between your Customer Users
• We can communicate directly with your Customer Users in relation to our products and services.

7. IP Ownership

All Intellectual Property Rights in Site, Products and Materials are owned by us. You have no rights in Site, Products or Materials except as stated in the Terms. We own and will continue to own the media by which Products and Materials are provided to you. You cannot use our name, logos, trademarks or any derivatives. You must not copy, share, sub-license, change, create derivative works from, or in any other way misuse any part of Site, Products or Materials.

If you share or publish Product Related Materials in breach of the Terms, on the date of such breach, you automatically assign to us all Intellectual Property Rights in such Product Related Materials together with all rights in respect of any infringement.

We collect and use (a) information related to your use of Products (b) your feedback on Products. We may use that feedback freely and without compensation to you and we will own all Intellectual Property Rights in derivative works we create based on that feedback.

8. Keeping Products Secure

Access to Products and Materials is subject to password and other security credentials we provide. We can change such passwords and other security credentials on notice. They must not be shared. You must (a) put in place appropriate security measures to prevent unauthorized access to or disclosure of Products or Materials. Those measures must be consistent with standards reasonably expected of an information security professional (b) promptly cure and tell us about any unauthorized access or disclosure of Products or Materials when you become aware.

9. Making Changes to Products

We constantly improve our Products to deliver a better experience or better value to our Customers. We reserve the right to change a Product at any time (including changing specifications, delivery media or platform or removing third party owned content). We will not change a Product’s fundamental nature without letting you know.

10. Supporting our Customers

We may provide self-help via various tools and will provide email and/or online access to our support team to help resolve Customer technical and other issues. The FAQs provide more information on the support we provide.

11. Confidential Information

Recipient and its Affiliates must (a) hold Discloser’s Confidential Information in confidence and disclose it to no third party (b) use that Confidential Information solely for Recipient’s provision or use of Products. Recipient must ensure its Affiliates comply with the Terms relating to Confidential Information.

Confidential Information will not include information which (a) is or becomes generally available to the public through no act or omission of Recipient or its Affiliates (b) becomes known to Recipient or its Affiliates through a third party (c) was lawfully in the possession of Recipient or its Affiliates before disclosure by the Discloser (d) is limited to the name and logo of Customer disclosed on Site or in our other promotional material.

If the law compels Recipient to disclose Discloser’s Confidential Information, Recipient must (a) provide prompt notice to Discloser (if legally permissible) (b) limit that disclosure to the extent of the legal requirement. Any disclosed information will remain Confidential Information despite that disclosure.

You and your Affiliates must promptly return, delete or destroy (at our discretion) our Confidential Information if your right to use Product terminates or when asked by us at any time. You can keep copies to the extent required by law and those copies will remain our Confidential Information.

Our Confidential Information is made up of trade secrets that (a) we own (b) are secret (c) have commercial value because they are secret (d) we have taken steps to keep secret.

12. Your Data Privacy

We are the Data Controller (as defined in GDPR) of Product User Personal Data. We will process Product User Personal Data in accordance with the duties imposed on us under the Data Privacy Laws and our Privacy Notice from time to time.

If you are a Customer User using Products via a User's account (a) any account you create will be subject to control by Customer and User's admins (b) your account information and other Personal Data will be shared with Customer and User's admins (c) your Personal Data may also be visible to other Product users in User's account.

If the domain of the email address associated with your account is owned by a Customer and Customer wishes to add that email address to its account, the Personal Data concerning your existing account may become accessible to that Customer.

13. Third Party IP Claims

We will indemnify Customer against Damages Customer incurs because of any claim that Product or Materials infringe the Intellectual Property Rights of a third party. This indemnity will not apply if Damages result from (a) the combination of Product or Materials with third party products or services (b) changes to Product or Materials other than by us (c) use of a version of Product or Materials if we have told you to use a later version (d) User's breach of the Terms.

We can cure alleged or anticipated infringements of third-party Intellectual Property Right by (a) procuring the right for Customer to continue to use Product or Materials (b) modifying affected products or Materials so they become non-infringing without reducing performance or functionality (c) replacing affected Products or Materials with non-infringing items without reducing performance or functionality.

Our indemnification duties in this Section are subject to Customer (a) providing us with prompt notice of the claim (b) giving us control of the claim if we ask for it (c) co-operating at our expense in the defense or prosecution of the claim (d) not making any admission or trying to settle any claim without our prior written approval. Customer can participate in the defense of such claims through legal counsel of User's choice and at User's expense.

21. Circumstances Beyond Your or Our Control

Neither party will be liable for Damages arising from failure to perform that party’s obligations due to circumstances beyond that party’s reasonable control. If those circumstances cause material deficiencies in a Product and continue for over 30 days, either party can terminate its obligations for the affected Product on notice to the other party.

14. Complying with the Law

We provide and you must use Products in accordance with applicable laws and regulations.

You must not obtain, keep, use, or provide access to any Product to an Affiliate, Product user or any other third party in a manner that may breach the export control or economic sanctions laws and regulations for any jurisdiction including the United States of America, the United Kingdom and the European Union and its Member States. You warrant that you are not (a) specially designated or sanctioned (b) affiliated with a specially designated or sanctioned person or entity, under any of such laws. You must not involve third parties that are subject to economic sanctions, including by submitting funds to us via sanctioned financial institutions when you deal with us or our Affiliates.

You must not use knowledge or expertise gained from Products in any illegal or unethical manner or to harm any person or entity.

15. Digital Asset

The regulatory status of digital assets and cryptocurrencies differs from jurisdiction to jurisdiction. Digital assets and cryptocurrencies may be unregulated in your country or jurisdiction.

Any profits derived from digital assets or cryptocurrencies may be subject to tax. The value of any digital asset or cryptocurrency may go down as well as up.

15. Miscellaneous Terms

Notices

Notices of breach of the Terms by us must be given by email to legal@openstrict.com attn General Counsel. Other notices to us must be given by email to contact@openstrict.com. Notices to you will be given by email to any email address you provided to us in your Order or in your online account management page. Increase Notices may also be given through your online account management page.

Notices given by email to the correct email address will be deemed delivered when sent. Notices given through your online account management page will be deemed delivered when posted.

Unenforceable Terms

If any non-fundamental Terms are illegal or unenforceable, those Terms will be deemed changed to the minimum extent necessary to make them legal and enforceable. Those Terms will be considered deleted if that change is impossible. Any change or deletion will not affect the validity and enforceability of the rest of the Terms.

Delays

If either of us delays or fails to exercise any right or remedy under the Terms, such delay or failure shall not constitute a waiver of that right or remedy.

Entire Agreement

The Terms contain the entire understanding between you and us about Site, Product and Materials and supersede all prior agreements or understandings, verbal or written. Each of us agrees that it has not relied on, and neither of us has any liability for, any representations not expressed in the Terms.