Terms of Use - EULA Acceptance Required - Registration indicates EULA

END-USER LICENSE AGREEMENT

Last Updated: October 11, 2024

BY CLICKING THE "I AGREE" BUTTON OR BY ACCESSING OR USING THE TREADSTONE 71 CYBER INTEL TRAINING CENTER TRAINING PLATFORM, ATTENDING TREADSTONE 71 IN-PERSON TRAINING, OR LEARNING FROM TREADSTONE 71 CONTENT ON ANY WEBSITE OR LEARNING MANAGEMENT SOLUTION, INCLUDING, BUT NOT LIMITED TO, THE TREADSTONE 71-OWNED CONTENT AT UTICA UNIVERSITY COURSES CYB610 AND CYB615 (COLLECTIVELY, THE "PLATFORM"), YOU ("LICENSEE") EXPRESSLY ACKNOWLEDGE AND AGREE TO BE BOUND BY THIS END-USER LICENSE AGREEMENT ("AGREEMENT") AND REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY YOU REPRESENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT CLICK "I AGREE" AND DO NOT ACCESS OR USE THE PLATFORM.

This Agreement constitutes a binding legal contract between Treadstone 71, LLC ("T71" or "We") and You ("Licensee"). This Agreement is governed by the laws of the State of Florida, without regard to its conflict of laws principles. Any disputes related to this Agreement must be resolved in accordance with Florida state law.

AGE RESTRICTION

Only individuals eighteen (18) years or older may use the Platform.

END-USER LICENSE

Subject to your compliance with the terms and conditions of this Agreement, T71 grants you a personal, non-exclusive, non-transferable, non-sublicensable, limited, and revocable license to access and use the Platform solely for your personal use or internal use by your employer at the time access is granted. Any unauthorized use, including but not limited to resale, reverse-engineering, decompilation, disassembly, or redistribution, is strictly prohibited. The license automatically terminates without notice if any terms are breached. Upon termination, you must immediately cease all use of the Platform and destroy all copies in your possession or control. You shall certify in writing to T71 that all such copies have been destroyed.

ACCOUNTS AND USER INFORMATION

You are responsible for maintaining the confidentiality of your account credentials and are fully responsible for all activities that occur under your account. You agree to notify T71 immediately of any unauthorized use of your account or any other breach of security. T71 reserves the right to terminate or revoke access to the Platform at its sole discretion without prior notice.

INDEMNIFICATION

Indemnification for Violations:

In the event of any breach of this Agreement by the Licensee, the Licensee agrees to indemnify, defend, and hold harmless T71, its affiliates, officers, directors, employees, agents, successors, and assigns from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or relating to such breach, including an administrative fee of $25,000 per violation, as well as all associated legal fees and enforcement costs. The administrative fee is a pre-agreed, mandatory payment tied to the administrative burden of managing and rectifying the violation, regardless of actual damages incurred.

This indemnification obligation includes, but is not limited to, any unauthorized use of the Platform, unauthorized sharing of training content, or any actions that compete directly or indirectly with T71.

ADMINISTRATIVE FEE FOR UNAUTHORIZED USE

The Licensee agrees to pay T71 an administrative fee of $25,000 for each instance of unauthorized use or breach of the terms of this Agreement. This fee is a mandatory contractual payment obligation, separate from and in addition to any other remedies or compensations that T71 may seek. The administrative fee is intended to cover the administrative burden and operational costs associated with managing the violation and is payable immediately upon breach.

PROHIBITED USES AND COMPETITION CLAUSE

The Licensee is strictly prohibited from:

Using any training content from T71's Platform for the purposes of developing, teaching, or delivering any educational programs, training services, or any form of content that competes directly or indirectly with T71.
Sharing, disclosing, or otherwise making available any information, data, materials, or insights gained from the Platform with competitors such as SANS Institute, EC-Council, or any other organization offering competing training services.
Providing, sharing, or distributing any information, data, materials, or knowledge gained from the Platform to any individuals, entities, or countries that are adversaries of the United States, as determined by the U.S. government, including but not limited to countries subject to U.S. embargoes or sanctions.

Violations of these terms trigger the mandatory administrative fee of $25,000 per instance, along with any other remedies T71 deems necessary to protect its intellectual property.

CONFIDENTIALITY AND USE RESTRICTIONS

You agree not to copy, record, reproduce, distribute, or transmit any content from the Platform by any means, including but not limited to the use of screenshot software, screen capture, or any other digital or physical means. Unauthorized reproduction or sharing of Platform content constitutes a violation of this Agreement and will result in the enforcement of the administrative fee and associated legal action.

You agree to maintain the confidentiality of any proprietary information and trade secrets of T71 and agree not to disclose such information to any third parties without the express written consent of T71.

ENFORCEMENT AND LEGAL REMEDIES

Any breach of this Agreement will result in the immediate termination of access to the Platform and the imposition of the $25,000 administrative fee per violation. T71 reserves the right to pursue all available legal remedies, including injunctive relief, civil and criminal penalties, to protect its intellectual property and proprietary information.

Licensee further agrees that any legal fees, costs, and expenses incurred by T71 in enforcing this Agreement, including collection of the administrative fee, will be borne by the Licensee. This obligation is in addition to the $25,000 administrative fee for each violation.

NOTICE OF BREACH REQUIREMENT

The Licensee agrees to immediately notify T71 of any actual or suspected breach of this Agreement, including unauthorized use or disclosure of Platform materials, confidential information, or proprietary content.

TERMINATION

T71 reserves the right to terminate this Agreement immediately upon any breach. Upon termination, Licensee shall cease all use of the Platform and destroy all copies in their possession or control. Licensee shall certify in writing to T71 that all such copies have been destroyed.

SURVIVAL CLAUSE

All provisions of this Agreement that by their nature should survive termination shall survive termination, including but not limited to provisions regarding indemnification, administrative fees, confidentiality, prohibited uses, limitation of liability, and governing law.

NO WAIVER OF RIGHTS

T71's failure to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.

SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intent, or if such modification is not possible, severed from this Agreement, and the remaining provisions shall remain in full force and effect.

LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, in no event shall T71, its affiliates, officers, directors, employees, agents, successors, and assigns be liable to the Licensee or any third party for any indirect, incidental, special, consequential, or punitive damages whatsoever, including without limitation, damages for loss of profits, data, business interruption, or other commercial damages or losses, arising out of or related to this Agreement or the Licensee’s use of the Platform, however caused, regardless of the theory of liability (contract, tort, or otherwise), even if T71 has been advised of the possibility of such damages.

The Licensee agrees that T71’s total liability under this Agreement shall not exceed the amount paid by the Licensee for access to the Platform, or one hundred dollars ($100), whichever is less.

NO THIRD-PARTY BENEFICIARIES

This Agreement is intended solely for the benefit of T71 and the Licensee. Nothing in this Agreement shall be construed to create any rights for any third parties.

GOVERNING LAW AND ARBITRATION

This Agreement is governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.

Forum Selection and Jurisdiction:

All claims and disputes arising under or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in [Lee County], Florida. The Licensee agrees to the exclusive jurisdiction and venue of the courts located in [Lee County], Florida, and waives any objections to such jurisdiction or venue.

Waiver of Class Action Rights:

Licensee agrees to waive any rights to class action claims and to resolve any dispute individually through arbitration.

INJUNCTIVE RELIEF

Licensee acknowledges that a breach of this Agreement may cause irreparable harm to T71 for which monetary damages would be inadequate. In addition to any other remedies available at law or in equity, T71 shall be entitled to seek injunctive relief to prevent any actual or threatened breach of this Agreement without the necessity of posting a bond or proving actual damages.

FORCE MAJEURE

T71 shall not be liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by forces beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, strikes, fires, floods, pandemics, earthquakes, or other natural disasters.

MODIFICATION OF TERMS

T71 reserves the right to modify these terms at any time. Any changes will be communicated to users with thirty (30) days' notice via email or through the Platform. Continued use of the Platform after the effective date of any modifications constitutes acceptance of the new terms.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between T71 and the Licensee concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter.

NO MODIFICATION WITHOUT WRITTEN AGREEMENT

No modifications, amendments, or waivers of any provision of this Agreement shall be valid unless made in writing and signed by both parties.

ACKNOWLEDGMENT

BY CLICKING "I AGREE" OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

If you have any questions, complaints, or claims regarding the Platform or our privacy practices, please contact us at:

Email: [email protected]

NOTE: We take copyright and intellectual property theft seriously and will pursue any individual or group violating this Agreement to the fullest extent of the law.