These Terms of Use (the “Terms”) govern the use of the PowerGRYD Community or any successor (the “Training Platform”) all materials available on the Training Platform in any form (the “Materials”). The Training Platform and all materials available there in are owned, developed, operated, and maintained by PowerPSA LLC., a Minnesota limited liability company, with its principal office in North Branch, Minnesota, U.S.A. (“PowerPSA”).

These Terms are also subject to all terms and conditions found within the Community Training Agreement.

By accessing and using the Training Platform or the Materials, and accepting these Terms, you agree to be legally bound by all terms and conditions of the Community Training Agreement. The Community Training Agreement is incorporated into and made part of these Terms by reference. Customers of PowerPSA who subscribe for the Training Platform (“Subscribers”) are responsible for assuring that their authorized users (“Authorized Users”) abide by these Terms and the Community Training Agreement.

PLEASE READ THESE TERMS AND THE COMMUNITY TRAINING AGREEMENT CAREFULLY. THESE TERMS AND THE COMMUNITY TRAINING AGREEMENT FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU AND POWERPSA REGARDING YOUR USE OF THE TRAINING PLATFORM AND THE MATERIALS. BY ACCESSING OR USING THE TRAINING PLATFORM OR THE MATERIALS, YOU ACCEPT AND AGREE TO ABIDE BY THE TERMS AND THE COMMUNITY TRAINING AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS AND THE COMMUNITY TRAINING AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE TRAINING PLATFORM OR ACCESS THE MATERIALS.

PowerPSA provides subscription licenses to the Training Platform directly to its customers and may provide such subscription licenses indirectly through its authorized distributors and dealers (a “Distributor”). These Terms govern all direct and indirect subscription licenses. PowerPSA provides Training Platform support and maintenance terms under these Terms. Individualized training, vCISO consulting, and certain other PowerPSA services (the “Services”) are provided subject to the separate PowerPSA Master Services Agreement.

If a Subscriber obtains its license from a Distributor, then the subscription, pricing, payment, and taxes terms agreed upon with such Distributor shall take precedence over these Terms.

1. Training Platform Subscriptions

   PowerPSA provides the Training Platform and the Materials to its Subscribers and their Authorized Users for a subscription term. Training Platform subscriptions are subject to renewal and cancellation as provided by these Terms. References to “Subscriber” or “Subscribers” in these Terms shall include Authorized Users as required by the context.
   
   

   All Subscribers are required to affirmatively accept these Terms and the Community Training Agreement upon the initial account registration. All Authorized Users must also accept these Terms and the Community Training Agreement as a condition of their access to and use of the Training Platform and the Materials.
   
   

   These Terms will continue in force and effect for the full term of Subscriber’s subscription. PowerPSA reserves the right to change these Terms at any time in its sole business discretion. PowerPSA will make reasonable efforts to notify Subscribers of changes to the Terms via the Training Platform interface or other electronic means. The revised Terms will become effective when posted to the Training Platform interface or, if we provide you a click-through or other means of accepting the Terms, upon your acceptance. By continuing to use the Training Platform or the Materials after the revised Terms become effective, you agree to be bound by the Terms and the additional agreements in all respects.
   
   

2. Grant of Rights; Restrictions on Use

   You and your Authorized Users are granted a nonexclusive, nontransferable, limited right to access and use the Training Platform and the Materials made available to you. Subject to all applicable provisions of the Community Training Agreement, the rights granted to each Authorized User are as follows:

   1. The right to electronically display Materials retrieved from the Training Platform primarily for the Authorized User’s individual Noncompetitive Use (defined below);

   2. The right to email, fax, download, or create printouts of Materials accessed or downloaded by any other means for Noncompetitive Use exclusively by, and solely for the benefit of, Subscriber and Subscriber’s personnel (collectively, “Authorized Printouts“);

   3. The right to download store in machine readable form, Materials included in any individually searchable file or content source on the Training Platform for Noncompetitive Use exclusively by, and solely for the benefit of, Subscriber and Subscriber’s personnel;

   4. Notwithstanding anything to the contrary herein but subject to applicable copyright law, the right to excerpt or quote, with proper attribution, insubstantial portions of Materials in documents prepared in the ordinary course of your business; and

   5. The Training Platform and the Materials are protected by copyright, intellectual property laws, and other laws that prevent unauthorized access and use. If you are not an Authorized User, you are not permitted to access or use the Training Platform for any purpose whatsoever. If you nevertheless access and use the Training Platform or Materials without authorization, your access and use will be governed by these Terms of Use, and you will be liable to PowerPSA for any breach thereof. Furthermore, you will be responsible for payment to PowerPSA with respect to such unauthorized use at the then-current Training Platform subscription fees.
      
      

      “Noncompetitive Use” means any use of the Materials other than the integration or incorporation of any Materials, any derivatives thereof, or any other intellectual property available on the Training Platform or derivatives thereof into (i) any product, service, or other offering consisting of security coaching or training (other than training Subscriber’s employee’s and independent contractors solely for Subscriber’s benefit) or (ii) any software application.
      
      

      All right, title, and interest (including all copyrights, trademarks, and other intellectual property rights) in the Training Platform and the Materials in any medium belongs to PowerPSA or its third-party suppliers of Materials. “PowerPSA” and “PowerGRYD” are trademarks of PowerPSA. Neither you nor your Authorized Users acquire any proprietary interest in the Training Platform, Materials, or copies thereof, except the limited rights granted herein.
      
      

      Neither you nor your Authorized Users may use the Training Platform or Materials in any fashion that infringes the intellectual property rights, privacy rights or proprietary interests of PowerPSA or any third party. Your use of the Training Platform must comply with all applicable laws, rules, and regulations.
      
      

      Neither you nor your Authorized Users may remove or obscure the copyright notices or other notices contained in Materials.
      
      

3. Accounts

   All Subscribers must have an account to use the Training Platform, including the Materials (a “Subscription Account”). Subscribers establish a Subscription Account by completing the online registration process. In some instances, PowerPSA may set up a Subscription Account for the Subscribers. Subscribers are responsible for assuring that their Authorized Users abide by these Terms and the Community Training Agreement.

   All Authorized Users must have an individual user account to access and use the Training Platform, including the Materials. Each Authorized User must have a username, password, and such other login or account credentials as PowerPSA may reasonably require. The login and account credentials will include personal information. PowerPSA may use personal information to send announcements, administrative messages, and other information related to the use of the Training Platform. Authorized Users may be able to opt out of some of these communications.
   
   

   Your username and password are provided solely for your access and use of the Training Platform. You are responsible for keeping your login and account credentials safe and secure. You are solely responsible for all use of the Training Platform, including the Materials, and activities that occur through your account.
   
   

   You understand that, if you are using the Training Platform as part of an employer-paid or sponsored agreement with PowerPSA, details of your use of the Training Platform may be accessed by or otherwise available to your employer or sponsor.
   
   

4. Fees and Payment Terms

   1. Subscription Fees

      Fees vary according to the subscription term, the number of Authorized Users, and other options. The number of Authorized Users licensed will depend on the pricing plan chosen by Subscriber.
      
      

      Subscription fees for the Training Platform are payable in advance. All invoices to Subscribers are payable upon receipt. Invoices must be paid by credit card, an ACH payment, or other payment form acceptable to PowerPSA. All payments shall be made in U.S. Dollars. Subscribers shall provide PowerPSA with that credit card, debit card, or other payment information as required by PowerPSA (the “Payment Information”) to receive all fees and taxes due from you. You hereby authorize PowerPSA to use your Payment Information to collect fees from you in the amounts provided by your subscription plan.
      
      

   2. Cancellations and Refunds

      Monthly subscriptions for the Training Platform may be cancelled at any time upon notice to PowerPSA. Annual subscriptions for the Training Platform may be cancelled at any time upon 90 days’ notice to PowerPSA. The subscription will terminate at the next renewal date after the notice is given. The Subscriber will have access to the Training Platform through the next renewal date, and no refund of the monthly fees will be paid.
      
      

      The cancellation of multi-year PowerPSA subscriptions is subject to 90 days’ notice to PowerPSA and require payment of an early termination fee equal to 6 months of subscription fees. Refunds are paid for the unused portion of the subscription prorated to the termination date, minus the early termination fee.
      
      

   3. Changes; Taxes

      Any fee changes occurring prior to the expiration of a subscription term will be effective upon renewal of the subscription. Otherwise, PowerPSA may change its fees at any time, effective immediately upon posting to the Training Platform.
      
      

      Any sales, use, value-added, excise, or other taxes which PowerPSA is required to collect from Subscriber pursuant to applicable law will be in addition to all fees charged for the Training Platform.
      
      

   4. Failure to Pay

      If a Subscriber obtaining a subscription directly from PowerPSA fails to make any payment when due, then:

      1. PowerPSA may charge Subscriber interest on the past due amount at the rate of 2% per month or the highest rate permitted under applicable law, whichever is lower;

      2. Subscriber shall reimburse PowerPSA for all reasonable costs incurred in collecting any late payments or interest, including attorneys’ fees, court costs and collection agency fees;

      3. PowerPSAreserves the right to require all remaining unpaid Subscription Fees for the Committed Term to become immediately due and payable to Company; and

      4. PowerPSA may suspend or terminate Subscriber’s access to and use of the Training Platform upon 10 or more days’ notice to Subscriber.

         If Subscriber obtains a subscription from a Distributor, the payment and remedy terms agreed upon with such Distributor shall control in the event Subscriber fails to make payment when due.
         
         

5. Term and Termination

   These Terms shall remain in force and effect for Subscriber’s full subscription term. PowerPSA will issue invoices upon commencement of the subscription term.
   
   

   PowerPSA may terminate Subscriber’s subscription if Subscriber is in material breach of these Terms and has not cured the breach within 10 days of PowerPSA’s notice of the breach.
   
   

   PowerPSA has an unrestricted right to immediately suspend Subscriber access to the Training Program without prior notice to Subscriber if PowerPSA has reasonable grounds for believing Subscriber has violated the usage restrictions stated in these Terms. PowerPSA will notify Subscriber promptly after taking such action.
   
   

   Subscriber’s right to access and use the Training Platform will cease upon termination of Subscriber’s Training Platform subscription for any reason. Upon early termination, Subscriber will not be relieved from the obligation to pay all fees which are due through the termination date.
   
   

   The provisions of these Terms and the Community Training Agreement that are intended by their nature to survive the termination of a Subscriber’s subscription shall survive such termination and remain in force and effect.
   
   

6. Training Platform Availability, Support, and Maintenance

   PowerPSA will use reasonable commercial efforts to make the Training Platform available for access and use with minimal downtime 24 hours a day, 7 days a week. The Training Platform will be considered “unavailable” if any of the core or principal functionality are not available to an Authorized User for their normal intended use.
   
   

   PowerPSA provides full support for the Training Platform, including assistance with general usage and functionality issues, and error reporting and fixes. PowerPSA categorizes support requests into three tiers based on the complexity or difficulty of address the issue.
   
   

   PowerPSA will maintain and upgrade the functionality of the Training Platform as PowerPSA determines in its sole business discretion. PowerPSA may add or remove functionality or features and may suspend or stop some functionality. If functionality is to be discontinued, PowerPSA will give Subscribers reasonable advance notice when possible.
   
   

   PowerPSA will bear all cost of hosting, maintaining, and operating the Training Platform, including Internet bandwidth, server computers, and network equipment. In addition to all fees payable pursuant to Subscriber’s subscription, Subscriber will be responsible for all equipment, network, and other costs necessary for Subscriber to access and use the Training Platform via the Internet.
   
   

   PowerPSA is not obligated to provide Subscriber with any training, consulting, professional services, or other services related to the use of the Training Platform unless the parties specifically agree otherwise in a separate written agreement.
   
   

7. Statistical Data.
   PowerPSA may monitor Subscriber’s use of the Training Platform to collect and process anonymous, statistical, and performance information related to the Training Platform in aggregate form (“Statistical Data”). PowerPSA will have an unrestricted right to store, analyze, evaluate, and use the Statistical Data for its own internal business purposes, including improving the features, performance, and functionality of the Training Platform. PowerPSA warrants and agrees that the Statistical Data shall not include any information which identifies or can be attributed to a Subscriber, or any personally identifiable information.
   
   

8. Feedback and Submissions

   If Subscriber submits comments, ideas, or feedback to PowerPSA regarding the Training Platform, the Materials, or anything related to the Training Platform’s functionality or use, PowerPSA may use them without any restriction or compensation to Subscriber. PowerPSA does not waive any rights to use similar or related ideas or feedback previously known to PowerPSA, developed by PowerPSA, or obtained from sources other than Subscribers.
   
   

9. Copyright Infringement Issues

   If any Subscriber or a third party is a copyright owner and believes their copyrighted material has been used on or displayed by the Training Platform in a manner that constitutes copyright infringement, the violation should be reported to PowerPSA by sending written and email notices to the attention of the PowerPSA Copyright Officer by email at [email protected].
   
   

   The following information should be included in the notice to PowerPSA: (a) a detailed description of the allegedly infringed copyrighted material, (b) a description of the location of such material on the Training Platform, (c) the complaining party’s contact information, including address, telephone number, and email address, if any, (d) a statement that the complaining party has a good faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent or the law, (e) a statement, made under penalty of perjury, affirming that the information in the notice is accurate and that the complaining party is authorized to act on the copyright owner’s behalf, and (f) an electronic or physical signature of the copyright owner or someone authorized on the owner’s behalf to assert copyright infringement and to submit the statement.
   
   

10. Indemnification

    1. Limitation of Liability

       A Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from:

       1. any errors in or omissions from the Training Platform or any Materials available or not included therein;

       2. the unavailability or interruption of the Training Platform or any features thereof or any Materials;

       3. your or an Authorized User’s use of the Training Platform or Materials;

       4. the loss or corruption of any data or equipment in connection with the Training Platform;

       5. the content, accuracy, or completeness of Materials, regardless of whether you received assistance in the use of the Training Platform from a Covered Party;

       6. any delay or failure in performance beyond the reasonable control of a Covered Party, including a Force Majeure Event; or

       7. any content retrieved from the Internet even if retrieved or linked to from within the Training Platform.
          
          

          “Covered Party” means: (a) PowerPSA and any officer, director, employee, subcontractor, agent, successor, or assign of PowerPSA; and (b) each third party supplier of Materials, third party alliance entities, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third-party supplier of Materials or third party alliance entity or any of their affiliates.
          
          

          TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE TRAINING PLATFORM OR MATERIALS OR THESE TERMS EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE TRAINING PLATFORM IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY.
          
          

          TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER YOU NOR THE COVERED PARTIES WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE TRAINING PLATFORM, MATERIALS, OR THIS AGREEMENT, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY’S INDEMNITY OBLIGATIONS OR TO CLAIMS OR DAMAGES ARISING FROM YOUR (AND YOUR AUTHORIZED USERS’) INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO POWERPSA OR ITS THIRD-PARTY SUPPLIERS.
          

    2. Defense of Third Party Claims

       Notwithstanding anything to the contrary in this Section 10:

       1. If there is a breach of the warranty in Section 11, below, then PowerPSA at its option and expense, shall either defend or settle any action and indemnify and hold you harmless against proceedings or damages of any kind or description based on a third party’s claim of patent, trademark, service mark, copyright or trade secret infringement related to use of the Training Platform or Materials, asserted against you by such third party provided:

          1. all use of the Training Platform and Materials was in accordance with the Terms;

          2. the claim, cause of action or infringement was not caused by you modifying or combining the Training Platform or Materials with or into other products or applications not approved by PowerPSA;

          3. you give PowerPSA prompt notice of any such claim; and

          4. you give PowerPSA the right to control and direct the investigation, defense and settlement of each such claim. You, at the expense of PowerPSA, shall reasonably cooperate with PowerPSA in connection with the foregoing.

       2. In addition to Section 10.2.1., if the Training Platform or the operation thereof become, or in the opinion of PowerPSA are likely to become, the subject of a claim of infringement, PowerPSA may, at its option and expense, either:

          1. procure for you the right to continue using the Training Platform;

          2. replace or modify the Training Platform so that it becomes non-infringing; or

          3. if options 10.2.2.1 or 10.2.2.2 are not reasonably available terminate subscription on notice to you and grant you a pro-rata refund or credit (whichever is applicable) for any pre-paid fees or fixed charges.
             

    3. Sole Remedy

       THIS SECTION STATES SUBSCRIBER’S SOLE REMEDIES AND POWERPSA’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE TRAINING PLATFORM, THE MATERIALS, OR ANY OTHER SUBJECT MATTER OF THESE TERMS INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
       
       

11. Warranties and Disclaimers

    A Subscriber’s acceptance of these Terms creates a legally binding contract governing the Subscriber’s access to and use of the Training Platform and Materials. Subscriber warrants that Subscriber’s use, and Subscriber’s Authorized Users use, of the Training Platform and the Materials will comply with all of its obligations to third parties and all applicable laws, rules, and regulations of all federal and state legal jurisdictions and governmental agencies.
    
    

    PowerPSA represents and warrants it has the right and authority to make the Training Platform and Materials available to you and your Authorized Users as authorized expressly by these Terms.
    
    

    EXCEPT AS OTHERWISE PROVIDED ABOVE, THE TRAINING PLATFORM AND MATERIALS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND POWERPSA AND EACH THIRD-PARTY SUPPLIER OF MATERIALS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
    
    

12. General

    Any notice permitted or required under these Terms shall be deemed given on the date of personal delivery or five (5) days after deposit in the United States mail, postage fully prepaid, return-receipt requested. Notices shall be emailed to PowerPSA at [email protected] and to Subscribers at their street or email address of record with PowerPSA. Personal delivery of a notice via a nationally-recognized courier will be valid upon delivery provided the courier obtains a signed receipt. Notice by email shall be valid provided the sender receives an acknowledgement of receipt by a return email or by another means providing a written record.
    
    

    These Terms are governed by Minnesota law and applicable U.S. federal and international laws. All legal actions to enforce or interpret these terms shall be commenced exclusively in the state or federal courts located in Hennepin County, Minnesota. To the fullest extent allowed by law, SUBSCRIBERS hereby consent to the exclusive jurisdiction and venue of THE MINNESOTA courts.
    
    

    Subscribers may not assign or otherwise transfer their rights under these Terms and the Community Training Agreement without PowerPSA’s prior written consent, which consent may be withheld for any reason in PowerPSA’s sole discretion. PowerPSA may freely assign PowerPSA’s rights and obligations under these Terms and the Community Training Agreement to any third party as PowerPSA determines in its sole business discretion.

    These Terms shall be binding upon, and inure to the benefit of, the parties and their permitted respective successors and assigns.
    
    

    Any waiver or failure by PowerPSA to exercise its rights under these Terms or the Community Training Agreement will not create a continuing waiver of such rights. If any provision of these Terms or the Community Training Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby, and will be interpreted, to the extent possible, to achieve the purposes as originally expressed in the invalid, illegal or unenforceable provision.
    
    

    These Terms and the Community Training Agreement state PowerPSA’s entire agreement with Subscriber concerning the access to and use of the Training Platform and Materials. PowerPSA and Subscriber will be bound by the specific subscription plan and fee terms selected during the Training Platform registration process, subject to such changes as the parties may agree upon during the subscription term.

Contact Information

Questions, comments or concerns about these Terms and related matters may be sent to PowerPSA at [email protected].

Copyright © 2024. PowerPSA, LLC. All rights reserved.

Last revised: April 29, 2024.