(ISC)² Long Island Chapter – Sponsorship and Partnership Terms and Conditions

This document is intended to provide general terms and conditions to govern the relationship between the (ISC)² Long Island Chapter and it’s sponsors and/or partners. The nature of the sponsorship and/or partnership is to create and foster a global and mutually beneficial relationship with the (ISC)² Long Island Chapter.

Term:

These Terms and Conditions shall be in effect commencing January 1, 2020.  

Relationship of Parties:

Nothing in these Sponsorship and Partnership Terms and Conditions shall be deemed to constitute, create, give effect to or otherwise recognize a joint venture, agency, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein.

Confidentiality:

In consideration of (ISC)² Long Island Chapter’s obligations under these terms, Sponsor and/or Partner agrees that, except as necessary to carry out the provisions of the sponsorship and/or partnership, and except as may be required by law, it, its employees, and subcontractors shall not, at any time use for their own benefit, divulge, disclose, to any individual or entity, in any form whatsoever, any confidential information concerning any matters relating to the business of (ISC)² Long Island Chapter or its Clients, including, without limiting the generality of the foregoing, any of (ISC)² Long Island Chapter’s educational methods and techniques, examination material, books, handouts, ideas, concepts, intellectual property of any type or description, products and services under development, pricing and pricing strategies, information about customers, information related to contract relationships, customer lists, customer requirements, financial information of any kind, training/education and training/education programs, and prospective business opportunities.

Sponsor and/or Partner agrees that such confidential information is a valuable and unique asset of (ISC)² Long Island Chapter and is integral to the successful operation of (ISC)² Long Island Chapter’s business and to (ISC)² Long Island Chapter’s goodwill with its clients.  Each Party agrees that it will not disclose any of the other Party’s Confidential Information to any third party and will not use the other Party’s Confidential Information for any purpose other than for the performance of the rights and obligations hereunder during the term of the Sponsorship and/or Partnership Agreement and for a period of one year thereafter, without the prior written consent of the other party. The Parties further agree that Confidential Information shall remain the sole property of the respective parties and that each party will take all reasonable precautions to prevent any unauthorized disclosure of the other Party’s Confidential Information by its employees. No license shall be granted by either party with respect to Confidential Information disclosed hereunder unless otherwise expressly provided herein.

Rights:

1. Copyrighted material:

All materials whether printed, visual, audio, digital or otherwise, presented by (ISC)² Long Island Chapter at any conference are the sole property of (ISC)² Long Island Chapter and shall remain so after said conference. The only license as to said material is for the personal use of the attendees. Sponsor and/or Partner is not permitted to copy, distribute, or utilize in any manner contrary to said license.

2. Trademarks:

The (ISC)²^®, SSCP^®, CAP^®, CISSP^®, ISSEP^®, ISSMP^®, ISSAP®, CSSLP®, CCFP^SM, HCISPP^SM and “Security Transcends Technology”® registered marks are the property of the International Information Systems Security Certification Consortium and may be used by Sponsor and/or Partner only under the Terms and Conditions embodied in this document or otherwise approved in writing by (ISC)² Long Island Chapter. Sponsor and/or Partner registered trademarks may be used by (ISC)² Long Island Chapter only under the Terms and Conditions embodied in this document or otherwise approved in writing by Sponsor and/or Partner.

Indemnification:

Each party shall indemnify, defend, and hold the other party harmless from and against any and all claims, actions, suits, demands, assessments, or judgments asserted, and any and all losses, liabilities, damages, costs, and expenses (including attorneys fees, accounting fees, and investigation costs to the extent permitted by law) alleged or incurred arising out of or relating to any operations, acts, or omissions of the indemnifying party or any of its employees, agents, and invitees in the exercise of the indemnifying party’s rights or the performance or observance of the indemnifying party’s obligations under these terms and conditions.  Prompt notice must be given of any claim, and the party who is providing the indemnification will have control of any defense or settlement.

Force Majeure:

Neither party shall be held responsible for any delay or failure in performance of any part of these Terms and Conditions to the extent such delay or failure is caused by fire, flood, explosion, war, embargo, government requirement, civil or military authority, act of God, or other similar causes beyond its control and without the fault or negligence of the delayed or non-performing party.  The affected party will notify the other party in writing within 90 days after the beginning of any such cause that would affect its performance.  Notwithstanding, if a party’s performance is delayed for a period exceeding 90 days from the date the other party receives notice under this paragraph, the non-affected party will have the right, without any liability to the other party, to terminate these terms and conditions.

Compliance with Laws:

Each party shall comply in all material respects with all applicable material legal requirements governing the duties, obligations, and business practices of that party and shall obtain any permits or licenses necessary for its operations.  Neither party shall take any action in violation of any applicable legal requirement that could result in liability being imposed on the other party.

Assignment:

Neither party shall have the right to assign or subcontract any part of its obligations under these terms and conditions.

Limitation of Liability:

Under no circumstances shall the (ISC)² Long Island Chapter be liable for any amount above the sponsorship and/or partnership fees received by the chapter from the Sponsor and/or Partner.

Severability:

If any provision in this Agreement is held invalid or unenforceable, the other provisions will remain enforceable, and the invalid or unenforceable provision will be considered modified so that it is valid and enforceable to the maximum extent permitted by law.

Attorneys Fees:

The non-prevailing party in any dispute under these Terms and Conditions shall pay all reasonable costs and expenses, including expert witness fees and attorneys’ fees, incurred by the prevailing party in resolving such dispute.

Arbitration:

Any dispute arising out of or relating to this contract, including the breach, termination or validity thereof, shall be finally resolved by arbitration in accordance with the International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration by a sole arbitrator. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Arbitration shall be by document only.  The arbitrator is not empowered to award damages in excess of compensatory damages and each party expressly waives and foregoes any right to punitive, exemplary or similar damages unless a statute requires that compensatory damages be increased in a specified manner.

Governing Law:

These Terms and Conditions shall be governed by and construed in accordance with the internal laws of the State of New York, without reference to any conflicts of law provisions.

The Parties agree that copies of these Terms and Conditions shall have the same force and effect as the original.