GUIDANCE SOFTWARE, INC.'S TERMS AND CONDITIONS FOR

ENROLLMENT IN SOFTWARE TRAINING CLASS

 

 

This Agreement is between ___________ (Enrollee), and Guidance Software Inc. (Guidance), the provider of certain software training classes as outlined in this website (Software Training Class).

 

Recitals

 

WHEREAS, These Terms and Conditions for Enrollment in Software Training Class ("Terms") set forth the basis upon which Guidance will provide training classes using Guidance course materials ("Guidance Course Materials") at specified locations and times agreed with Enrollee.

 

 

1.     Program Specific Terms and Conditions

 

1.1.      Standard Classes

Classes must be taken within 18 months of purchase date. Failure to take a class within 18 months of purchase will forfeit the fees paid.

Tuition may be refunded up to 60 days after purchase date for unused classes.

 

1.2.      Government Training Option Program

This program is for government agencies only.  The customer must buy a minimum of five seats. The seats can be used by anyone in the organization and for any class. The customer has eighteen (18) months from the date of purchase to use the seats.  After 18 months any unused seats will be forfeited by the customer. These seats may only be used at Guidance Software owned facilities in Pasadena, California; Rosemont, Illinois; Dulles, Virginia; Houston, Texas; and Slough, England and CyberEvidence (The Woodlands, TX).

Training class enrollment requires pre-enrollment, is subject to availability. Certain training classes require prerequisites and/or investigative experience.  All purchases are final, and there are no refunds or exchanges.

 

1.3.      Corporate Training Option Program

This program is for corporate organizations only.  The customer must buy a minimum of five seats. The seats can be used by anyone in the organization and for any class. The customer has eighteen (18) months from the date of purchase to use the seats.  After 18 months any unused seats will be forfeited by the customer. These seats may only be used at Guidance Software owned facilities in Pasadena, California; Rosemont, Illinois; Dulles, Virginia; Houston, Texas; and Slough, England.  Training class enrollment requires pre-enrollment, is subject to availability. Certain training classes require prerequisites and/or investigative experience. 

All purchases are final, and there are no refunds or exchanges.

 

1.4.      On Demand Classes

Class must be taken within 18 months of purchase date; failure to take a class within 18 months of purchase date or completion of the class within the 60 days limit, will forfeit the fees paid.

 

1.5.      On Demand Passports

Class must be taken within 12 months of the passport purchase date or completion of the class within the 60 days limit.

 

1.6.      1 yr Annual Training Passport

The One Year Annual Training Passport means that for a period of one year after purchase of the products stated herein, up to (Qty) unique individual employee(s) of (organization) may attend as many Guidance training classes, as needed, at a Guidance-owned training facility in Pasadena, CA; Houston, TX (CyberEvidence Inc. in The Woodlands, TX is not a GSI-owned facility and the Passport is not valid there); Dulles, VA; Rosemont (Chicago), IL or Slough, UK. Training class enrollment requires pre-enrollment, is subject to availability and must be completed within the one-year period. Certain training classes require prerequisites and/or investigative experience. The assigned passport user(s) may register for one On Demand training course as long as it is within the one-year period.

All purchases are final, and there are no refunds or exchanges.

 

1.7.      2 yr Annual Training Passport

The Two Year Annual Training Passport means that for a period of two years after purchase of the products stated herein, up to (Qty) unique individual employee(s) of (organization) may attend as many Guidance training classes, as needed, at a Guidance-owned training facility in Pasadena, CA; Houston, TX (CyberEvidence Inc. in The Woodlands, TX is not a GSI-owned facility and the Passport is not valid there); Dulles, VA; Rosemont (Chicago), IL or Slough, UK. Training class enrollment requires pre-enrollment, is subject to availability and must be completed within the two-year period. Certain training classes require prerequisites and/or investigative experience. The assigned passport user(s) may register for two On Demand training courses as long as they are within the two-year period.

All purchases are final, and there are no refunds or exchanges.

 

1.8.      1 yr Annual Training Passport Upgrade

Individuals may upgrade to the Annual Training Passport if they pay the upgrade fee within 14 days of the last day of their course. They must have taken the course at a GSI-owned facility. Annual Training Passport means that for a period of one year after purchase of the products stated herein, up to (QTY) unique individual employee (s) of [organization name] may attend as many Guidance training classes, as needed, at a Guidance-owned training facility in Pasadena, CA; Houston, TX (CyberEvidence Inc. in The Woodlands, TX is not a GSI-owned facility and the Passport is not valid there); Dulles, VA; Rosemont (Chicago), IL, or Slough, UK.  Training class enrollment requires pre-enrollment, is subject to availability and must be completed within the one-year period.  Certain training classes require prerequisites and/or investigative experience. The assigned passport user(s) may register for one On Demand training course as long as it is within the one-year period.

All purchases are final, and there are no refunds or exchanges.

 

1.9.      2 yr Annual Training Passport Upgrade

Individuals may upgrade to the Two Year Annual Training Passport if they pay the upgrade fee within 14 days of the last day of their course. They must have taken the course at a GSI-owned facility. Two Year Annual Training Passport means that for a period of two years after purchase of the products stated herein, up to (QTY) unique individual employee (s) of [organization name] may attend as many Guidance training classes, as needed, at a Guidance-owned training facility in Pasadena, CA; Houston, TX (CyberEvidence Inc. in The Woodlands, TX is not a GSI-owned facility and the Passport is not valid there); Dulles, VA; Rosemont (Chicago), IL or Slough, UK.  Training class enrollment requires pre-enrollment, is subject to availability and must be completed within the two-year period.  Certain training classes require prerequisites and/or investigative experience. The assigned passport user(s) may register for two On Demand training courses as long as they are within the two-year period.

All purchases are final, and there are no refunds or exchanges.

 

1.10.  Passport Transfer Fee

Organizations may pay a transfer fee if the original Annual Passport user has left the organization. The Passport will then be reassigned to a new user, whose name must be provided at the time of purchase. The expiration date of the Passport will not be extended; it will still expire one year from the original date of purchase. Annual Training Passport means that for a period of one year after purchase of the products stated herein, up to (QTY) unique individual employee (s) of [organization name] may attend as many Guidance training classes, as needed, at a Guidance-owned training facility in Pasadena, CA; Houston, TX (CyberEvidence Inc. in The Woodlands, TX is not a GSI-owned facility and the Passport is not valid there); Dulles, VA; Rosemont (Chicago), IL or Slough, UK. Training class enrollment requires pre-enrollment, is subject to availability and must be completed within the one-year period. Certain training classes require prerequisites and/or investigative experience. The assigned passport user(s) may register for one On Demand training course as long as it is within the one-year period and if the original user has not partaken in an On Demand course.

All purchases are final, and there are no refunds or exchanges.

 

 

2.      General Terms and Conditions

 

2.1.      Enrollee’s Responsibilities

Enrollee shall satisfy the requirements for Software Training Class as published or provided to Enrollee by Guidance prior to the start of such course. If Enrollee fails to do so, no refund or cancellation fee will be paid. Enrollee shall exhibit good conduct; Guidance reserves the right to refuse, limit or cancel any Software Training Class if Enrollee in the opinion of Guidance has displayed unreasonable behavior or is deemed to be violent, abusive or disruptive. In such cases no refund or cancellation fee will be paid. Enrollee agrees that all facilities and equipment licensed for use during the Software Training Class shall at the end of the Software Training Class be in the same condition as initially provided, wear and tear excepted.

 

2.2.      Ownership and Protection of Intellectual Property Rights

"Intellectual Property Rights" as used in this Agreement means all rights, title, and interest in and to patent, copyright, trademark, trade secret, inventions, know-how and other Intellectual Property Rights pertaining to the Software Training Class including any documentation, materials or other information provided therein (the "Software Training Class Materials"). Guidance shall retain all Intellectual Property Rights to the Software Training Class Materials or pertaining to the Software Training Class and does not grant any rights in its Intellectual Property Rights, except the right of Enrollee to attend and participate in the Software Training Class, as described above. All such Intellectual Property Rights shall remain the sole and exclusive property of Guidance and Guidance reserves all rights not expressly granted to Enrollee. Enrollee may not reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of any software that relates to, constitutes, or is used in the Software Training Class. The Enrollee may not rent, disclose, lease, sublicense, assign, loan, sell, copy, or distribute any part of the Software Training Class or the Software Training Class Materials or make any other use of the Software Training Class or the Software Training Class Materials except his or her attendance at and participation in one training session of a Software Training Class.  Enrollee shall have the limited right to use Guidance Course Materials solely for academic purposes.

 

2.3.      Privacy

Guidance values and respects Enrollee’s privacy pursuant to Guidance’s Privacy Policy (http://www.guidancesoftware.com/corporate/privacystatement.aspx). Notwithstanding the forgoing, Guidance shall have no liability for disclosing information relating to the Enrollee which is: (i) already publicly known; (ii) discovered or created by Guidance without reference to Enrollee’s private information, as shown in records of Guidance; (iii) otherwise known to Guidance through no wrongful conduct of the receiving Guidance, or (iv) required to be disclosed by law, court order, or, in the opinion of Guidance, may constitute child pornography.  However, Guidance may disclose Enrollee’s private information hereunder to its agents, attorneys and other representatives or any court of competent jurisdiction or any other party empowered hereunder as reasonably required to resolve any dispute between the parties hereto.

 

 

2.4.      No Warranties; No Indemnities

THE PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR EDUCATIONAL SERVICES AND NOT FOR THE SUPPLY OF GOODS. THE SERVICES ARE DELIVERED "AS IS", WITH NO WARRANTIES OF ANY KIND. GUIDANCE PROVIDES NO WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY GUIDANCE, ITS DISTRIBUTORS, AGENTS, CONTRACTORS, OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY OR DIMINISH THIS DISCLAIMER IN ANY WAY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND GUIDANCE WOULD NOT BE ABLE TO PROVIDE THE SERVICES WITHOUT SUCH LIMITATIONS. 

 

2.5.      Limitation Of Liability

EXCEPT WITH RESPECT TO ENROLLEE'S BREACH OF THE "OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS" PROVISION ABOVE, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE ENROLLMENT, ATTENDANCE, PARTICIPATION, PERFORMANCE OR USE OF THE SOFTWARE TRAINING CLASS OR THE SOFTWARE TRIANING CLASS MATEIRALS, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTUOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

DESPITE ANY OTHER PROVISION OF THIS AGREEMENT OR OTHERWISE,

UNDER NO CIRCUMSTANCES SHALL GUIDANCE'S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR DAMAGES EXCEED THE LESSER OF (I) THE AGGREGATE FEES PAID BY ENROLEE UNDER THIS AGREEMENT OR (II) THE ACTUAL DAMAGES SUSTAINED BY ENROLLEE. THE PROVISIONS OF THIS PROVISION ALLOCATE RISKS UNDER THIS AGREEMENT BETWEEN ENROLLEE AND GUIDANCE.

 

THE FOREGOING LIMITATIONS OF LIABILITY (I) ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES SET FORTH IN THIS AGREEMENT AND (II) SHALL APPLY EVEN IF ANY REMEDY AVAILABLE TO ENROLLEE HEREUNDER IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

 

2.6.      Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without regard to is conflicts of laws provisions. The sole jurisdiction and venue for any disputes under this Agreement shall be Los Angeles, California.

 

2.7.      Arbitration

All claims, disputes, controversies, or disagreements of any kind whatsoever ("Claims"), that may arise between Enrollee and Guidance, including any Claims that may arise between Enrollee and the Guidance's officers, directors, employees, or agents in their capacity as such, shall be submitted to final and binding arbitration before the American Arbitration Association in Washington, D.C. in accordance with the rules and procedures of the American Arbitration Association then existing.

 

2.8.      Entire Agreement

This Agreement and any applicable Prior Agreement(s) constitute the complete and exclusive understanding of the parties regarding the subject matter herein, and supersedes all prior or contemporaneous oral or written communications, proposals or representations with respect to the subject matter covered by this Agreement.

 

2.9.      Relationship of Parties

Despite any provision herein, for all purposes of this Agreement each party shall be and act as an independent contractor and not as a partner, joint venture, or agent of the other and shall not bind, nor attempt to bind, the other party to any contract.

 

2.10.  Assignability

Neither party shall assign or transfer any obligations or benefits under this Agreement without the written consent of the other (except that Guidance may use the services of a contractor or some other third party in providing the services described in this Agreement), which consent will not be unreasonably withheld in the event of a merger or sale of all or substantially all of the business or assets of either party.

 

2.11.  Waiver

The failure of either party to enforce it rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.

 

2.12.  Force Majeure

No liability or loss of rights hereunder shall result to either party from delay or failure in performance (other than payment) cause by a force majeure, that is circumstances beyond the reasonable control of the party affected thereby, including, without limitation, acts of God, fire, flood, war, governmental action, acts of terrorism, compliance with laws or regulations, strikes, lockouts or other serious labor disputes, or shortages of, or inability to obtain material or equipment.

 

2.13.  Severability

In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.