Digital Hands GRC Certification Program — Terms and Conditions
Effective Date: [Date of Electronic Acceptance]
These Terms and Conditions ("Agreement") govern your access to and use of the Digital Hands Governance, Risk, and Compliance Certification Program and any other services provided by Digital Hands (collectively, the "Services"). By clicking "I Accept," "I Agree," or any equivalent button, or by accessing or using the Services, you ("Customer" or "you") agree to be bound by this Agreement. If you are accepting on behalf of a managed service provider or other business entity, you represent and warrant that you have the authority to bind that entity to this Agreement, and "Customer" refers to that entity.
This Agreement is between Digital Hands, LLC, a Delaware registered entity with its principal place of business at 4211 West Boy Scout Boulevard, Suite 700, Tampa, FL 33607 ("Digital Hands," "we," or "us"), and Customer. Digital Hands and Customer are individually referred to as a "Party" and collectively as the "Parties."
1. Program Description and Services
1.1 GRC Certification Program
Digital Hands offers an online Governance, Risk, and Compliance ("GRC") certification program (the "Program") designed to train managed service provider ("MSP") personnel to deliver GRC-related services to their end customers. The Program is delivered through the Cypher Learning platform (the "Platform") and consists of the following offerings:
(a) GRC 101 Certification Course. An eight-module foundational course culminating in a certification examination. Successful completion of all modules and the examination results in a GRC certification issued jointly by Digital Hands and Kaseya.
(b) Standalone Certification Examination. For MSP personnel with existing GRC experience, a standalone examination that, upon successful completion, results in the GRC certification without completion of the full eight-module course.
(c) Add-On Deep Dive Modules. Supplemental modules providing specialized training in specific frameworks, including but not limited to NIST, CMMC, and SOC 2, which may be purchased separately.
1.2 Scope of Certification
The Program certifies MSP personnel to deliver GRC advisory services to their end customers. The Program trains MSP personnel to assist their customers in becoming audit-ready for CMMC, SOC 2, and similar frameworks. The certification does not qualify, authorize, or represent that the Customer or its personnel are certified auditors, assessors, or certification bodies. Customer acknowledges and agrees that neither Digital Hands nor the Program confers any authority to certify, audit, or issue compliance certifications to any third party.
1.3 Additional Services
Digital Hands may offer additional cybersecurity, advisory, consulting, or professional services to Customer from time to time ("Additional Services"). Any Additional Services shall be described in a service order, statement of work, or other ordering document executed by the Parties (each, an "Order"), which shall incorporate this Agreement by reference. In the event of a conflict between this Agreement and an Order, the terms of the Order shall prevail with respect to the applicable Additional Services.
1.4 Kaseya Relationship
Customer acknowledges that Digital Hands' Program is offered in partnership with Kaseya. Kaseya separately provides GRC compliance tracking software that enables MSPs to monitor and manage their customers' compliance with applicable frameworks (the "Kaseya GRC Tool"). The Kaseya GRC Tool is purchased by Customer directly from Kaseya under separate terms between Customer and Kaseya and is not part of the Services provided under this Agreement. Digital Hands provides the training and certification Program through the Platform to prepare
Customer's personnel to deliver GRC advisory services and assist end customers in becoming audit-ready; Digital Hands does not perform audits or issue third-party compliance certifications. Digital Hands contracts directly with Customer for the delivery of the GRC training content, certification, and any Additional Services. Digital Hands is not responsible for any obligations,
warranties, or liabilities arising from Customer's purchase or use of the Kaseya GRC Tool or
Customer's separate relationship with Kaseya.
2. Access and User Accounts
2.1 Account Registration
To access the Program, Customer must register for an account on the Platform. Customer is responsible for providing accurate, current, and complete registration information and for maintaining and updating such information. Each registered user must maintain a unique login and may not share credentials with any other person.
2.2 Account Security
Customer is solely responsible for maintaining the confidentiality of its login credentials and for all activities that occur under its account. Customer agrees to immediately notify Digital Hands if Customer becomes aware of any unauthorized use of its account or any breach of security. Sharing of usernames or passwords is cause for immediate termination of access without notice.
2.3 Authorized Users
Customer may designate employees, contractors, or agents of Customer's MSP organization as authorized users of the Program ("Authorized Users"). Customer is responsible for ensuring that its Authorized Users comply with the terms of this Agreement. Customer shall be liable for any breach of this Agreement by its Authorized Users. Customer shall promptly notify Digital Hands when any Authorized User is no longer employed by or affiliated with Customer, so that Digital Hands may remove such individual’s access to the Platform.
3. Fees and Payment
3.1 Fees
Fees for the Program and any Additional Services shall be as set forth in the applicable Order or as displayed at the point of purchase on the Platform ("Fees"). All Fees are stated in U.S. dollars and are non-refundable except as expressly stated in Section 7 (Refund Policy).
3.2 Payment Terms
Payment is due at the time of purchase unless otherwise specified in an Order. For subscription or installment-based payments, Customer authorizes Digital Hands (or its payment processor) to charge Customer's designated payment method for all applicable Fees when due. If Customer's payment method is declined or payment is not received when due, Digital Hands may suspend or restrict Customer's access to the Program and any Additional Services until payment is received in full.
3.3 Taxes
Customer is responsible for all applicable federal, state, local, and foreign sales, use, value-added, and similar taxes arising from transactions under this Agreement, other than taxes based on Digital Hands' net income.
3.4 Late Payments
Any payment not received by Digital Hands when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the date payment was due until paid in full. Customer shall reimburse Digital Hands for all costs incurred in collecting overdue amounts.
4. Intellectual Property
4.1 Digital Hands Ownership
Digital Hands retains all right, title, and interest in and to the Program content, including all courses, modules, assessments, examinations, videos, workbooks, methodologies, frameworks, documentation, and related materials (collectively, "Course Content"), together with all intellectual property rights therein. Nothing in this Agreement transfers ownership of any Course Content to Customer.
4.2 Limited License
Subject to Customer's compliance with this Agreement and payment of all applicable Fees, Digital Hands grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Course Content solely for Customer's internal training and professional development purposes in connection with the Program. This license is personal to Customer's registered Authorized Users and does not extend to Customer's end customers or any third party.
4.3 Restrictions
Customer shall not, and shall not permit any Authorized User or third party to: (a) copy, reproduce, distribute, republish, download, display, post, or transmit any Course Content except as expressly permitted herein; (b) modify, adapt, translate, or create derivative works based on the Course Content; (c) sell, resell, sublicense, rent, lease, or transfer access to the Course Content to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Platform or Course Content; (e) use any
automated means, including bots, scrapers, spiders, or crawlers, to access, copy, or extract Course Content; (f) use the Course Content to build or support a competing product or service; (g) remove, obscure, or alter any proprietary notices, labels, or marks on the Course Content; or (h) upload, share, or make available any Course Content to any membership site, file-sharing platform, social media group, or other distribution channel.
4.4 Certification Marks
Upon successful completion of the Program certification requirements, Customer's Authorized Users may use the applicable Digital Hands/Kaseya GRC certification designation solely in connection with their professional credentials. Use of certification marks is subject to Digital Hands' brand guidelines as provided from time to time. Digital Hands reserves the right to revoke permission to use certification marks if Customer or its Authorized Users breach this Agreement.
4.5 Feedback
Any suggestions, enhancement requests, feedback, or recommendations provided by Customer regarding the Course Content or Services ("Feedback") shall be the sole property of Digital Hands. Customer hereby assigns all rights in Feedback to Digital Hands. Feedback is provided "as-is" without warranty and Customer shall have no liability for Digital Hands' use of Feedback.
5. Course Updates and Modifications
5.1 Right to Modify
Digital Hands reserves the right, in its sole discretion, to update, modify, supplement, or discontinue any Course Content, modules, assessments, or certifications at any time without prior notice. Changes may include revisions to course materials to reflect updates in applicable frameworks (e.g., NIST, CMMC, SOC 2), industry best practices, or regulatory requirements.
5.2 Updates and New Content
Unless otherwise stated in an Order, access to updated or newly released Course Content that replaces existing modules within a purchased Program is included in Customer's existing enrollment at no additional charge. New add-on modules, courses, or certifications that are not replacements for existing content may be offered separately and may require an additional Fee.
5.3 Platform Availability
The Program is hosted on the Cypher Learning platform. Digital Hands does not guarantee uninterrupted or error-free access to the Platform and is not liable for any downtime, service interruptions, or technical issues attributable to the Platform or third-party infrastructure.
6. Term and Termination
6.1 Term
This Agreement becomes effective upon Customer's electronic acceptance and shall continue for so long as Customer maintains an active, fully paid enrollment in the Program or any Additional Services, unless earlier terminated in accordance with this Section 6. Access to individual courses or modules is limited to the access period specified at the time of purchase.
6.2 Termination for Breach
Either Party may terminate this Agreement if the other Party materially breaches any term hereof and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the nature of the breach.
6.3 Termination and Suspension by Digital Hands
Digital Hands may immediately suspend or terminate Customer's access to the Program and any Additional Services, without refund, if Customer: (a) fails to make any payment when due; (b) violates the intellectual property restrictions in Section 4; (c) engages in conduct that disrupts the learning environment for other participants; (d) misrepresents its credentials or certification status to third parties; or (e) otherwise materially breaches this Agreement. In addition, Digital Hands may immediately suspend Customer's access to the Platform, in whole or in part, without prior notice if Digital Hands reasonably believes that Customer's use of the Services poses a security risk to Digital Hands' network, systems, or infrastructure, or to other users of the Platform. Digital Hands will use commercially reasonable efforts to notify Customer promptly following any such suspension and to restore access once Digital Hands determines, in its sole discretion, that the risk has been mitigated.
6.4 Effect of Termination
Upon termination or expiration of this Agreement: (a) all rights and licenses granted to Customer hereunder shall immediately cease; (b) Customer shall immediately cease all use of the Course Content and destroy any copies in its possession; (c) Customer's Authorized Users shall lose access to the Platform; and (d) Customer remains responsible for all Fees accrued prior to termination. Termination shall not affect Customer's right to use any certification credentials properly earned and in good standing prior to termination.
6.5 Survival
The provisions of Sections 3 (Fees and Payment), 4 (Intellectual Property), 8 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), 11 (Confidentiality), 12 (Data Protection and Privacy), 13 (Conduct and Non-Disparagement), and 14 (General Provisions) shall survive any termination or expiration of this Agreement.
7. Refund Policy
All Fees paid for the Program and any Additional Services are final and non-refundable. No refunds, credits, or exchanges will be issued for any reason, including but not limited to failure to complete the Program, failure to pass a certification examination, dissatisfaction with Course Content, or termination of this Agreement for any cause.
8. Disclaimers
8.1 Educational Purpose Only
The Program is provided for educational and professional development purposes only. The Course Content does not constitute legal, regulatory, audit, or compliance advice. Customer is solely responsible for determining the applicability of any information to its own operations and the operations of its end customers. Customer should consult qualified legal, audit, and compliance professionals for specific regulatory guidance.
8.2 No Guarantee of Results
Digital Hands does not warrant or guarantee that completion of the Program will result in any particular business outcome, regulatory approval, audit result, or certification by any third-party body. The Program prepares MSP personnel to assist end customers in becoming audit-ready; it does not guarantee that any end customer will achieve or maintain compliance with any framework or standard.
8.3 Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, DIGITAL HANDS PROVIDES THE PROGRAM AND ALL SERVICES "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, AND TITLE. DIGITAL HANDS DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
8.4 Third-Party Links and Resources
The Course Content may contain links to third-party websites, tools, or resources. Digital Hands is not responsible for the content, accuracy, availability, or reliability of any third-party sites or materials. Customer accesses third-party links at its own risk and should conduct its own due diligence before relying on or purchasing any third-party products or services.
9. Limitation of Liability
9.1 Aggregate Cap
DIGITAL HANDS' TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE
TOTAL AMOUNT PAID BY CUSTOMER TO DIGITAL HANDS UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.2 Exclusion of Consequential Damages
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUES, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, REGARDLESS OF THE FORM OF ACTION OR THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.3 Exceptions
The limitations in this Section 9 shall not apply to: (a) Customer's payment obligations; (b) either Party's indemnification obligations under Section 10; (c) breach of Section 4 (Intellectual Property); or (d) either Party's breach of Section 11 (Confidentiality).
10. Indemnification
10.1 By Customer
Customer shall indemnify, defend, and hold harmless Digital Hands and its officers, directors, employees, and agents from and against any losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's breach of this Agreement (b) Customer's or its Authorized Users' misuse of the Course Content or certification marks, (c) any claim that Customer or its personnel held themselves out as certified auditors, assessors, or certification bodies based on completion of the Program; or (d) any third-party claim arising from Customer's delivery of GRC services to its end customers.
10.2 By Digital Hands
Digital Hands shall indemnify, defend, and hold harmless Customer from and against any losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of any third-party claim that the Course Content, as provided by Digital Hands, infringes a third party's U.S. intellectual property rights, provided that Digital Hands shall have no obligation under this Section to the extent the claim arises from: (i) Customer's modification of the Course Content; (ii) Customer's use of the Course Content in combination with materials not provided by Digital Hands; or (iii) Customer's use of the Course Content in violation of this Agreement.
10.3 Procedure
The Party seeking indemnification shall provide the indemnifying Party with prompt written
notice of the claim and reasonable cooperation. The indemnifying Party shall have the right to
control the defense and settlement of such claim, provided that the indemnifying Party shall not settle any claim in a manner that imposes liability on the indemnified Party without such Party's prior written consent.
11. Confidentiality
11.1 Definition
"Confidential Information" means all non-public information disclosed by one Party to the other in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential, including business plans, pricing, technical data, customer information, and proprietary methodologies. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was known to the receiving Party prior to disclosure; (c) is independently developed by the
receiving Party without use of the disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction.
11.2 Obligations
Each Party shall: (a) use the other Party's Confidential Information solely for the purposes of this Agreement; (b) protect such information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care; and (c) not disclose such information to third parties except to employees, contractors, or agents who need to know and are bound by obligations of confidentiality at least as protective as those herein.
12. Data Protection and Privacy
12.1 Data Collected
In connection with the Program, Digital Hands collects and processes certain personal information from Customer and its Authorized Users, including names, email addresses, employer information, job titles, login credentials, course progress and activity data, examination scores, certification status, and payment information (collectively, "Learner Data").
12.2 Use of Learner Data
Digital Hands uses Learner Data solely for the following purposes: (a) delivering, administering, and improving the Program and any Additional Services; (b) issuing and verifying certifications; (c) communicating with Authorized Users regarding their enrollment, progress, and account; (d) processing payments and preventing fraud; (e) generating aggregated or de-identified analytics to improve the Program; and (f) complying with applicable law.
12.3 Privacy Policy
Digital Hands' collection, use, storage, and disclosure of personal information is further governed by the Digital Hands Privacy Policy available at Digital Hands Privacy Policy, which is incorporated herein by reference. The Privacy Policy addresses individual rights under applicable U.S. state consumer privacy laws, data retention practices, and opt-out mechanisms. In the event of a conflict between this Section 12 and the Privacy Policy, the Privacy Policy shall control with respect to the processing of personal information.
12.4 Customer Obligations
Customer shall ensure that it has obtained all necessary consents and authorizations from its Authorized Users prior to providing their personal information to Digital Hands or enrolling them in the Program. Customer shall direct its Authorized Users to review the Privacy Policy prior to registration.
12.5 Security
Digital Hands maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Learner Data against unauthorized access, disclosure, alteration, or destruction. In the event of a confirmed unauthorized disclosure of Learner Data, Digital Hands will notify Customer in compliance with applicable law.
13. Conduct and Non-Disparagement
Customer shall not make or publish any false, misleading, or disparaging statements regarding Digital Hands, its services, the Program, or its personnel. Customer shall not misrepresent its relationship with Digital Hands or imply endorsement or partnership beyond what is authorized under this Agreement. To the extent Digital Hands provides access to online forums, discussion groups, or community features, Authorized Users shall conduct themselves professionally and refrain from posting content that is offensive, defamatory, misleading, or harmful. Digital Hands
reserves the right to remove content and suspend or ban users who violate these standards, without refund. By posting content in any forum or community associated with the Program, Customer grants Digital Hands a non-exclusive, royalty-free, perpetual, worldwide license to use, reproduce, and display such content for business and promotional purposes.
14. General Provisions
14.1 Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in Hillsborough County, Florida. THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO A JURY TRIAL
IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
14.2 Entire Agreement
This Agreement, together with any Orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral.
14.3 Amendments
Digital Hands reserves the right to modify this Agreement at any time by posting the revised terms on the Platform or by providing written notice to Customer. Customer's continued use of the Services following the posting or notice of changes constitutes acceptance of the modified terms. Material changes shall be effective thirty (30) days after posting or notice.
14.4 Miscellaneous
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No failure or delay by either Party in exercising any right hereunder shall operate as a waiver thereof; no waiver shall be effective unless in writing. Customer may not assign this Agreement without Digital Hands' prior written consent; Digital Hands may assign this Agreement in connection with a merger, acquisition, or sale of
substantially all of its assets without Customer's consent. The Parties are independent contractors, and nothing herein creates any agency, partnership, joint venture, or employment relationship. Neither Party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including natural disasters, acts of war or terrorism, labor disputes, government actions, epidemics, or internet or power failures.
14.5 Notices
All notices under this Agreement shall be delivered by email to the address provided at registration (for Customer) or to legal@digitalhands.com (for Digital Hands). Notices shall be deemed received on the date sent if delivered by email with confirmed receipt. Either Party may update its notice address by providing written notice to the other Party.
14.6 Electronic Acceptance
Customer acknowledges that clicking "I Accept," "I Agree," or any equivalent button constitutes a legally binding electronic signature and that Customer has had the opportunity to review this Agreement prior to acceptance. This Agreement may be stored and reproduced electronically and shall be admissible in legal proceedings to the same extent as a paper agreement.
14.7 No Third-Party Beneficiaries
Except as expressly stated herein, this Agreement is for the sole benefit of the Parties and does not confer any rights on any third party.