This End User License Agreement (this “Agreement”) is entered into by and between The
Wright Training Group, LLC, a Colorado limited liability company (“Provider”), and the
entity accepting this Agreement (“Customer”). This Agreement becomes binding on the
earliest of: (a) execution of a Statement of Work or Order that incorporates this Agreement
by reference (each, an “SOW”); (b) execution of a Customer Services Agreement that
incorporates this Agreement by reference (a “CSA”); or (c) Customer’s or any Authorized
User’s access to or use of the Platform.
This Agreement governs the Customer’s and its Authorized Users’ access to and use of
Provider’s training platform, instructional materials, templates, recordings, and related
content. This Agreement may be incorporated by reference into a CSA and or an SOW
between the parties. In the event of a conflict, the CSA governs commercial terms and
liability allocation to the extent expressly stated, and this Agreement governs license scope,
access, and usage restrictions, unless an SOW expressly overrides a specific section of this
Agreement.
The Customer is responsible for ensuring that its Authorized Users comply with this Agreement,
and any act or omission by an Authorized User that would constitute a breach of this
Agreement if performed by Customer will be deemed a breach by Customer.
1.1 “Authorized Users” means Customer’s employees and individual contractors who are
authorized by Customer to access the Platform pursuant to an applicable SOW, subject to
any seat limits or access restrictions set forth in the applicable SOW.
1.2 “CSA” means a Customer Services Agreement entered into between Provider and
Customer that incorporates this Agreement by reference.
1.3 “Platform” means Provider’s learning management system (LMS), webinar systems,
hosted lab environments, associated digital infrastructure, software, user interfaces,
documentation, and all related proprietary technology, including any updates, revisions, or
modifications made available during the Access Period.
1.4 “Training Materials” means all course content, slide decks, written materials, scripts,
facilitator guides, recordings, assessments, quizzes, exercises, labs, and instructional content
provided or made available by Provider, whether in digital, written, recorded, oral, or other
format, including updates, revisions, and replacements provided during the Access Period.
1.5 “Templates” means cybersecurity plan templates, incident response plan templates,
governance worksheets, and related editable documents provided by Provider.
1.6 “Leave-Behind Materials” means those Training Materials or Templates that are
expressly identified in an applicable SOW as downloadable and permitted to be retained by
Customer following completion of the training engagement described in the SOW. Leave-
Behind Materials do not include Platform access, hosted lab environments, subscription-only
content, or any updates unless expressly stated in the SOW.
1.7 “SOW” means a Statement of Work or Order executed by the parties that incorporates
this Agreement by reference and describes the scope of training, seat counts, fees, and
Access Period.
1.8 “Access Period” means the access period defined in the applicable SOW.
2.1 Limited Access License (If LMS Access Is Purchased). Subject to Customer’s payment of
all applicable fees and compliance with this Agreement, Provider grants Customer a limited,
non-exclusive, non-transferable, non-sublicensable license during the Access Period for its
Authorized Users to access and use the Platform solely for Customer’s internal training
purposes and only up to the number of Authorized Users or seat limits set forth in the
applicable SOW.
During the Access Period, Authorized Users may:
(a) access and use the Platform;
(b) participate in asynchronous and live training sessions;
(c) access hosted lab environments made available as part of the training; and
(d) view and interact with Training Materials made available through the Platform.
Access rights are limited to the Access Period and automatically terminate upon expiration
or termination of the applicable SOW or Access Period. All rights not expressly granted are
reserved by Provider.
2.2 Leave-Behind Materials License. Where expressly provided in an applicable SOW,
Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable
license to use the Leave-Behind Materials solely for Customer’s internal business purposes.
Unless otherwise expressly stated in the applicable SOW, this license:
(a) is perpetual;
(b) does not include Platform or LMS access;
(c) does not include hosted lab access;
(d) does not include any right to updates, revisions, support, or maintenance;
(e) does not permit distribution outside Customer’s organization; and
(f) does not permit sublicensing, resale, publication, or external commercialization.
2.3 Responsibility for Authorized Users. Customer is responsible for all acts and omissions
of its Authorized Users and shall ensure that Authorized Users comply with the terms of this
Agreement.
For purposes of this Section 3, “Materials” means the Platform, Training Materials,
Templates, Leave-Behind Materials, and any portion thereof. Any unauthorized use of this license constitutes a material breach. Customer shall not, and shall not permit any Authorized User or third party to:
3.1 Create, develop, offer, or assist in developing any training products or services derived
from or based on the Materials.
3.2 Teach, deliver, present, distribute, or otherwise use the Materials for the benefit of any
third party, including Customer’s clients, customers, affiliates, partners, or the general public,
except as expressly permitted in an applicable SOW.
3.3 Resell, sublicense, rent, lease, distribute, publish, post, or otherwise commercially exploit
the Materials.
3.4 Modify, adapt, translate, or create derivative works of the Materials for external
distribution, competitive use, or commercial exploitation.
3.5 Remove, obscure, alter, or modify any copyright notice, trademark, proprietary legend, or
branding contained in the Materials.
3.6 Upload, post, transmit, or otherwise make available the Materials on any public website,
third-party LMS, repository, collaboration platform, or file-sharing service.
3.7 Use the Materials to develop, market, or provide products or services that are
competitive with Provider’s training offerings.
3.8 Share login credentials, permit unauthorized access, or exceed the Authorized User or
seat limits set forth in the applicable SOW.
3.9 Record, reproduce, or capture live training sessions unless expressly authorized in writing
by Provider.
3.10 Conduct benchmarking, performance testing, or comparative analysis of the Platform
for publication or disclosure to third parties without Provider’s prior written consent.
3.11 Use the Materials, or any portion thereof, to train, fine-tune, test, validate, promptengineer,
or otherwise develop any artificial intelligence systems, machine learning models,
large language models, generative AI systems, or similar technologies, including using the
Materials as training data, evaluation data, retrieval corpus, prompt library, or grounding
source.
3.12 Access, extract, scrape, harvest, index, copy, or otherwise collect data or content from
the Platform through automated means, including bots, crawlers, scripts, or data-mining
tools.
3.13 Circumvent, disable, interfere with, or otherwise defeat any technical, digital rights
management, or access-control measures implemented by Provider.
3.14 Reverse engineer, decompile, disassemble, or attempt to derive the source code,
structure, sequence, organization, or underlying ideas of the Platform, except to the limited
extent such restriction is prohibited by applicable law.
Customer may edit and customize Templates solely for Customer’s internal governance,
policy development, and operational planning purposes. For clarity, Customer’s internal
modifications or customizations of Templates do not transfer ownership of the underlying
intellectual property, and all rights not expressly granted remain with Provider. Customer
shall not:
4.1 Distribute, disclose, or make Templates available outside Customer’s organization.
4.2 Incorporate Templates, in whole or in part, into services, consulting engagements, or
deliverables provided to any third party.
4.3 Sell, sublicense, publish, post, or otherwise commercialize Templates.
4.4 Use Templates to develop competing templates, toolkits, documentation packages, or
commercial offerings.
4.5 Remove, alter, or obscure any copyright notice, proprietary legend, or attribution
included
in the Templates.
The Platform may include or provide access to third-party software, tools, services, opensource
components, or hosted lab environments that are owned or controlled by third
parties. Such third-party components are governed by their respective license terms and
conditions, and Customer’s use of such components is subject to those third-party terms.
Provider does not grant any rights to third-party software except as necessary to participate
in training during the applicable Access Period.
Customer’s access to and use of third-party tools or lab environments is limited strictly to
participation in training and may be modified, suspended, or discontinued by the applicable
third party at any time without notice. Provider makes no representations or warranties
regarding third-party software, tools, or lab environments and disclaims all liability arising
from or related to Customer’s use of such third-party components, to the fullest extent
permitted by law. Customer is solely responsible for complying with any applicable thirdparty
license terms.
Customer is responsible for all activity occurring under Customer’s and its Authorized
Users’ accounts, whether authorized or unauthorized. Customer shall ensure that Authorized
Users maintain the confidentiality of login credentials and shall not permit shared credentials
or unauthorized access. Customer shall promptly notify Provider of any suspected or actual
unauthorized access, credential compromise, or other security incident involving the
Platform.
Provider may monitor use of the Platform to verify compliance with this Agreement,
including seat limits and usage restrictions. Provider may suspend or restrict access to the
Platform immediately, without liability, if Provider reasonably believes that Customer or any
Authorized User has violated this Agreement or that suspension is necessary to prevent
unauthorized access, misuse, or security risk. Suspension does not relieve Customer of its
payment obligations under any applicable SOW or CSA.
6A. CONSENT TO RECORDING
6A.1 Recording by Provider. Live remote sessions, webinars, hybrid training sessions, and
certain in-person training sessions may be recorded by Provider.
6A.2 User Consent. By accessing, attending, or participating in any live session, each
Authorized User:
(a) consents to being recorded, including audio, video, screen participation, chat
participation, and submitted questions;
(b) grants Provider a perpetual, worldwide, royalty-free right to use such recordings for
internal training, educational reuse, quality assurance, archival, and course development
purposes; and
(c) acknowledges that recordings are owned exclusively by Provider.
6A.3 No Independent Recording. Authorized Users may not record, capture, screenshot,
reproduce, or distribute any session without Provider’s prior written consent.
The Platform and Training Materials are provided solely for educational and informational
purposes. The Platform and Training Materials do not constitute legal advice, regulatory advice, cybersecurity consulting, risk assessment, compliance certification, or professional services of any kind. Provider does not guarantee prevention of cyber incidents, detection of vulnerabilities, or achievement of regulatory compliance. Customer remains solelyresponsible for designing, implementing, and maintaining its cybersecurity program, internal controls, policies, and compliance efforts.
Customer acknowledges that it has not relied on any representations, warranties, statements, demonstrations, marketing materials, or other information not expressly set forth in this Agreement or an applicable CSA or SOW.
7A. DATA PRIVACY AND SECURITY
7A.1 Privacy Policy. Provider processes personal information in accordance with its then current
Privacy Policy, which is incorporated by reference and may be updated from time to
time.
7A.2 Customer Data Responsibility. Customer is solely responsible for any data, content, or
information uploaded to or transmitted through the Platform by Customer or its Authorized
Users. Customer represents and warrants that it has all necessary rights, authorizations, and
consents to upload such data and to permit Provider to process such data for purposes of
providing access to the Platform.
7A.3 Prohibited Data. Unless expressly agreed in a separate written agreement signed by
Provider, Customer shall not upload, transmit, or store on the Platform any sensitive or
regulated data, including Social Security numbers, financial account numbers, payment card
data, protected health information, nonpublic financial information, or other data subject to
specialized regulatory protection.
7A.4 No Regulated Data Processing. The Platform is not designed for storage or processing
of regulated data. Provider does not represent that the Platform satisfies requirements under
HIPAA, GLBA, PCI-DSS, FERPA, or similar regulatory frameworks unless expressly stated
in a separately executed written agreement.
7A.5 Security Measures; No Guarantee. Provider implements commercially reasonable
administrative, technical, and physical safeguards designed to protect information under its
control. However, no system can be guaranteed secure, and Provider does not warrant that the Platform
will be free from unauthorized access, intrusion, interruption, or cyber incidents.
7A.6 Data Processing Addendum. Any data protection, data processing, or information
security addendum requested by Customer must be agreed in a separate written agreement
signed by authorized representatives of both parties and may be subject to additional fees.
Any certificate issued by Provider confirms only that the applicable Authorized User
completed the designated coursework or training program identified by Provider. Certificates do not constitute professional licensure, regulatory certification, government approval, compliance validation, or endorsement by any regulatory authority. A certificate does not represent that Customer or any Authorized User has achieved compliance with any law,regulation, standard, or industry framework, nor does it guarantee cybersecurity outcomes. Customer shall not misrepresent the nature, scope, or significance of any certificate issued by Provider.
All right, title, and interest in the Platform, Training Materials, Templates, and related
intellectual property remain exclusively with Provider. No ownership rights transfer to
Customer. The Training Materials and Platform are protected by United States copyright law
and the Digital Millennium Copyright Act (DMCA).
9.1 Ownership. Provider retains all right, title, and interest, including all intellectual property
rights, in
and to the Platform, Training Materials, Templates, Leave-Behind Materials, and all
related works, derivatives,
improvements, modifications, enhancements, updates, and
documentation, whether created before or after
the Effective Date.
9.2 No Transfer of Ownership. Access to the Platform or receipt of any Materials does not
transfer ownership
or confer any proprietary interest to Customer. Customer receives only
the limited licenses expressly granted
under Section 2.
9.3 Reservation of Rights. All rights not expressly granted to Customer under this
Agreement are reserved by Provider.
No implied licenses are granted.
9.4 Derivative Works and Internal Modifications. Any internal modifications, adaptations, or
customizations
made by Customer to Templates or other Materials do not affect Provider’s
ownership of the underlying
intellectual property. To the extent Customer acquires any
rights in derivative works that incorporate or are
based upon the Materials, Customer hereby
assigns such rights to Provider, excluding Customer’s confidential
business information
incorporated into such derivative works.
9.5 Feedback. If Customer or any Authorized User provides suggestions, comments,
improvements, or other feedback regarding the Platform or Materials, Provider may use,
incorporate, modify, and commercialize such feedback without restriction or compensation,
and Customer hereby assigns any rights in such feedback to Provider.
9.6 Trademarks. Provider’s names, logos, trademarks, service marks, and branding are the
exclusive property of Provider. No rights to use Provider’s trademarks are granted except as
necessary to exercise the limited licenses expressly granted under this Agreement.
9.7 Enforcement. The Platform and Materials are protected by applicable intellectual
property laws. Provider reserves the right to pursue all available legal remedies for
unauthorized use, copying, distribution, or circumvention of technical protection measures.
THE PLATFORM, TRAINING MATERIALS, TEMPLATES, LEAVE-BEHIND
MATERIALS, AND ALL RELATED CONTENT ARE PROVIDED “AS IS” AND “AS
AVAILABLE.”
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE,
INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
PROVIDER DOES NOT WARRANT THAT THE PLATFORM WILL BE
UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED.
PROVIDER DOES NOT WARRANT THAT COMPLETION OF ANY TRAINING
WILL PREVENT CYBERSECURITY INCIDENTS, DETECT VULNERABILITIES,
ENSURE REGULATORY COMPLIANCE, OR PRODUCE ANY SPECIFIC
OPERATIONAL OR BUSINESS RESULT.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PROVIDER,
ITS PERSONNEL, OR ITS REPRESENTATIVES SHALL CREATE ANY
WARRANTY NOT EXPRESSLY SET FORTH IN A CSA.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, Provider’s total aggregate
liability arising out of or relating to this Agreement shall not exceed the total fees actually
paid by Customer under the applicable SOW in the twelve (12) months preceding the event
giving rise to the claim. Provider shall have no liability for Customer’s implementation or use
of Training Materials, Templates, or concepts in its operational environment.
IN NO EVENT SHALL PROVIDER BE LIABLE FOR INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES,
INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION IN ANY CLAIM
BROUGHT AGAINST PROVIDER IN ANY FORUM.
12.1 Term. This Agreement remains in effect for so long as any SOW or Access Period is
active.
12.2 Expiration. Upon expiration of the applicable Access Period, Customer’s access to the
Platform and subscription-based Training Materials automatically terminates.
12.3 Termination for Breach. Provider may terminate this Agreement or any applicable
SOW immediately upon Customer’s material breach, as defined in Section 15.
12.4 Effect of Termination. Upon expiration or termination of this Agreement or any
applicable SOW:
(a) all rights granted under Section 2 immediately terminate;
(b) Customer shall cease all access to and use of the Platform;
(c) Customer shall discontinue use of subscription-based Training Materials; and
(d) Leave-Behind Materials remain subject to the internal-use restrictions set forth in this
Agreement.
12.5 No Refunds. Unless expressly stated in a CSA or SOW, fees paid are non-refundable,
and termination does not relieve Customer of payment obligations accrued prior to
termination.
13.1 Governing Law. This Agreement shall be governed by the laws of the State of
Colorado, without regard to conflict of law principles.
13.2 Mandatory Arbitration. Any dispute arising out of or relating to this Agreement shall be
resolved exclusively through binding arbitration administered by the American Arbitration
Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall be
conducted in El Paso County, Colorado. Judgment on the award may be entered in any
court of competent jurisdiction.
13.3 Limited Discovery. In Arbitration, Discovery shall be strictly limited to: Exchange of
relevant, non-privileged documents; No more than five (5) interrogatories per party; No
more than two (2) depositions per party, each limited to seven (7) hours; No third-party
discovery absent arbitrator approval upon showing of substantial need. The arbitrator shall
enforce proportionality and may limit cumulative or duplicative evidence.
13.4 Interim Relief. Either party may seek temporary injunctive relief in a court of
competent jurisdiction to prevent irreparable harm pending arbitration.
Customer shall comply with all applicable U.S. export control laws and regulations.
15.1 Material Breach Defined. The following shall constitute a “Material Breach” of this
Agreement:
(a) Any violation of Sections 2 (License Grant), 3 (License Restrictions), 4 (Template-
Specific Limitations), 6 (Account Security), 7A (Data Privacy and Security), or 9 (Intellectual
Property Ownership);
(b) Any unauthorized copying, distribution, disclosure, competitive use, scraping, AI training
use, or circumvention of technical protections;
(c) Any failure to pay fees when due;
(d) Any use of the Platform or Training Materials beyond the scope of the license granted.
15.2 Immediate Termination Rights. Upon a Material Breach, Provider may immediately
suspend or terminate Customer’s access to the Platform and licenses granted herein, without
prior notice and without liability to the Customer.
15.3 Injunctive Relief. Customer acknowledges that unauthorized use or disclosure of the
Platform or Training Materials would cause irreparable harm to Provider for which
monetary damages would be inadequate. Provider shall be entitled to seek immediate
injunctive relief, specific performance, and equitable remedies without the requirement to
post bond.
15.4 Monetary Damages. Customer shall be liable for all damages arising from a Material
Breach, including lost profits, disgorgement of revenue derived from unauthorized use,
investigation costs, audit costs, and reasonable attorneys’ fees.
16.1. Entire Agreement. This Agreement, together with any applicable Customer Service
Agreement expressly referencing this Agreement, constitutes the complete and exclusive
statement of the agreement between the parties regarding Customer’s license to, access to
and use of the Platform, Training Materials, Templates, and related content, and supersedes
all prior or contemporaneous agreements, proposals, representations, and communications,
whether oral or written, relating to the same subject matter.
16.2. No Other Terms. This EULA No amendment, modification, waiver, or consent under
this Agreement will be effective unless in a written instrument signed by authorized
representatives of both parties. Waiver of any breach is not a waiver of any other breach.
16.3. Assignment. Customer may not assign or transfer this Agreement, any Statement of
Work, or any rights or obligations hereunder (including by operation of law, merger,
consolidation, change of control, or sale of substantially all assets) without Provider’s prior
written consent. Any attempted assignment in violation of this section is void. Provider may
assign this Agreement at will to an Affiliate or in connection with a merger, acquisition,
corporate reorganization, or sale of substantially all of Provider’s assets, but agrees to
provide reasonable notice to Customer of such assignment.
16.4. Compliance with Laws. Each party will comply with applicable laws and regulations
relating to its performance under this Agreement. Customer is solely responsible for
determining whether the Platform, Training Materials, Templates, or Services meet
Customer’s legal, regulatory, or compliance needs.
16.5. Notices. All notices under this Agreement must be in writing and unless otherwise
agreed will be deemed given when: (a) delivered personally; (b) sent by nationally recognized
overnight courier (with written confirmation of receipt); or (c) mailed by certified or
registered mail, return receipt requested, postage prepaid, to the receiving party at the notice
address set forth in the applicable Statement of Work (or as otherwise updated by notice).
Unless agreed to in a separate document, Email is not effective for formal notice under this
EULA, except for routine operational communications.
16.6. Venue. To the extent any claim is permitted to be brought in court under this
Agreement (including actions for temporary or injunctive relief under Section 13.4,
enforcement of arbitration awards, or claims not subject to arbitration), the parties agree that
such action will be brought exclusively in the state or federal courts located in El Paso
County, Colorado, and each party irrevocably submits to the personal jurisdiction and venue
of such courts and waives any objection based on inconvenient forum.
16.7. Equitable Relief; Enforcement. In addition to any other remedies, Provider may seek
injunctive or equitable relief to protect its intellectual property, confidential information, or
enforce Sections 2–4 and 9. In any action or proceeding to enforce this Agreement or
protect Provider’s rights (including arbitration), the prevailing party will be entitled to
recover its reasonable attorneys’ fees and costs, to the extent permitted by law.
16.8. Severability. If any provision of this Agreement is held invalid or unenforceable, the
remaining provisions will remain in full force and effect, and the invalid or unenforceable
provision will be enforced to the maximum extent permitted to effect the parties’ intent.
16.9. Force Majeure. Neither party will be liable for any failure or delay in performance
(other than payment obligations) to the extent caused by events beyond its reasonable
control, including acts of God, natural disasters, war, terrorism, labor disputes, civil
disturbances, governmental actions, internet or hosting outages not caused by the affected
party, or third-party service provider failures.
16.10. Headings. Headings are for convenience only and do not affect interpretation. The
words “include,” “including,” and “such as” are illustrative and not limiting. This Agreement
will be construed without any presumption against the drafter.
16.11. Survival. Sections 2, 3, 4, 7, 7A, 8, 9, 10, 11, 13, 15, and this Section 16 survive
expiration or termination of this Agreement, together with any provisions which by their
nature should survive.
16.12. Counterparts. This Agreement may be executed in counterparts, each of which is
deemed an original, and all of which together constitute one instrument. Signatures delivered
electronically (including PDF or commercially reasonable e-signature processes) are
effective.
We reserve the right to change the Website, its Content or these Terms and Conditions at any time. You will be bound by any changes to the Terms and Conditions from the first time you use the Website following the changes. If We are required to make any changes to these Terms and Conditions by law, these changes will apply automatically to any orders currently pending in addition to any orders placed by you in the future.
18.1 The Website is provided “as is” and on an “as available” basis. The Wright Training Group uses industry best practices to provide a high uptime, including a fault-tolerant architecture hosted in cloud servers. We give no warranty that the Website or Facilities will be free of defects and / or faults and we do not provide any kind of refund for outages. We provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
18.2 We accept no liability for any disruption or non-availability of the Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
