||Purpose. CloudSchool is in the business of providing services in the field of Cloud Computing and operating an international training and certification program in
Cloud Computing known as the Cloud Certified Professional (CCP™) Program (the "Program"). As part of the Program established by CloudSchool, CloudSchool has established (and from time to time amends) its own
certifications in various areas of Cloud Computing (the "Certifications"), as set forth in CloudSchool's websites, www.cloudschool.com and other Certification-related websites
(the "Websites"). CloudSchool has also developed examinations relating to each Certification (the "Exams"). Applicants may take the Exams to demonstrate competence in various areas of Cloud Computing.
CloudSchool grants each Certification to Applicants who pass the Exams relating to that Certification. Applicants who pass the Exams relating to a Certification may become authorized to use the
Marks pertaining to that Certification. Applicants may obtain one or more Certifications. Obtaining one Certification does not entitle an Applicant to use the Marks pertaining to any other Certification.
This Agreement governs the standards for all Certifications and use of all Certifications granted by CloudSchool to the Applicant.
||"Agreement" means the terms of this "Cloud Certified Professional (CCP™) Agreement".|
||"Applicant" means the individual who, in consideration of being allowed to take one or more Exams offered by CloudSchool, has accepted the terms of this Agreement.|
||"Marks" means the CloudSchool marks, logos and trade names pertaining to the particular Certification that CloudSchool may grant to the Applicant, as set out (and amended from time to time) on the CloudSchool
Logo and Credential Guidelines, Exam Policies, and other Certification-related guidelines and policies (collectively, the "Guidelines") posted on the Websites, which are incorporated into and form part of this Agreement.|
|d)||"Authorized Partner" means any organization that has been approved by CloudSchool to provide CloudSchool authorized courses to students.|
|e)||"Certified Professional" means an Applicant who has obtained and is maintaining one or more Certifications granted by CloudSchool by meeting the requirements established by
CloudSchool from time to time, including without limitation, passing the Exams relating to the Certifications granted.|
Confidentiality and Nondisclosure.
In the course of performing this Agreement, CloudSchool may provide to the Applicant confidential and proprietary information ("Confidential Information"). Confidential Information includes any information
|i)||marked as confidential at the time of disclosure; or|
|ii)||is identified (verbally or in writing) as confidential at the time of disclosure; or|
|iii)||the Applicant knows or should know is confidential by its nature; or|
|iv)|| related to the Exams (including all instructions, format, content, questions and answers) and any other information provided to the Applicant in conjunction with the examination process (the "Examination Materials"). |
|| The Applicant shall hold all Confidential Information in strictest confidence and use all such Confidential Information only as necessary to exercise the Applicant's rights granted under this Agreement.
The Applicant shall protect all Confidential Information from disclosure to any third-party and prevent the unauthorized use, disclosure, dissemination, or publication of all Confidential Information.
||All course or study materials received by the Applicant from CloudSchool or any Authorized Partner are provided to the Applicant to enable the Applicant to prepare for the Exams.
Such materials are protected by copyright and are not intended for any commercial purposes, except that the Applicant may use such materials for the Applicant's own study and reference
(including in the course of the Applicant providing its services to third parties).
||Notwithstanding anything to the contrary herein, all Examination Materials shall be deemed proprietary Confidential Information of CloudSchool and protected by copyright and trade secret laws,
regardless of whether they are marked as such, and are the exclusive intellectual property of CloudSchool. The Examination Materials are provided to the Applicant solely for the purpose of the
Applicant taking and attempting to pass the Exam in order to obtain the Certification relating to the Exam.|
||The disclosure of any Examination Materials is strictly prohibited. The Applicant agrees to maintain the confidentiality of the Examination Materials and shall not disclose the Examination Materials
to any third party. For further clarity, the Applicant shall not copy, reproduce, photograph, publish, post, transmit or remove from the examination room, or otherwise disclose, or provide for a fee or
offer a fee for any portion of the Examination Materials in any form, by any means. The Applicant shall not memorize and subsequently disclose in any manner any Examination Materials or any portion thereof.|
|| Any violation of this Section 3 is subject to copyright laws, civil penalties, punitive damages and all available legal action. If the Applicant fails to comply with any part of this Section 3,
CloudSchool may take all appropriate legal action against the Applicant, including terminating this Agreement and any Certification currently held by the Applicant, and CloudSchool may further disqualify
the Applicant from obtaining any future Certification.|
||This Agreement imposes no obligation upon the Applicant with respect to information that: (a) is or becomes a matter of public knowledge through no fault of the Applicant; (b) is rightfully received
by the Applicant from a third party without a duty of confidentiality; (c) is required to be disclosed by order of court or a regulatory authority, provided the Applicant gives reasonable advance notice
to CloudSchool and provides CloudSchool an opportunity to seek a protective order against disclosure; or (d) is disclosed by the Applicant with CloudSchool's prior written approval, but only to the extent
of such approved disclosure.|
||The obligations of this Section 3 are continuing obligations that extend to all Applicants, before and after any Exam, regardless of whether the Applicant passes or fails any Exam. This Section shall
survive termination or expiration of this Agreement for any reason.
||In order to obtain and maintain the Applicant's Certification, the Applicant must fulfil the requirements established (and from time to time amended) by CloudSchool for that Certification, including without limitation:
The Applicant acknowledges that CloudSchool may, from time to time, change the Marks, the Guidelines, the Certifications or the requirements for obtaining or maintaining any Certification,
and that CloudSchool may discontinue granting any Certification in CloudSchool's sole discretion.
|i)||passing the required Exams relating to the Certification;|
|ii)||complying with this Agreement;|
|iii)||complying with the Guidelines posted on the Websites and amended from time to time, the terms of which are incorporated herein by reference;|
||complying with all continuing requirements, if any, necessary to maintain the Applicant's particular Certification, within the time frame specified by CloudSchool, including any requirement to pass
further Exams to renew or maintain the Applicant's Certification. The Applicant is responsible for remaining informed of CloudSchool's continuing requirements for maintaining the Applicant's Certification,
which will be posted on the Websites. If the Applicant does not complete the continuing Certification requirements within the time frame specified by CloudSchool, the Applicant's Certification will be
terminated without further notice, and all rights pertaining to that Certification (including the right to use the applicable Marks) will terminate);|
||If an Applicant obtains a Certification while working for one employer, the Applicant may retain the Applicant's Certification if the Applicant leaves the employer and begins working with a new employer,
provided that the Applicant continues to meet the requirements set forth in Section 4a with respect to maintaining the Applicant's Certification.|
||The Applicant shall not transfer the Applicant's Certification to another person.|
||The Applicant shall not participate or facilitate in any cheating or otherwise compromise the security of any Exam or any of the Examination Materials. For further clarity, the Applicant shall
not do, or attempt to do any of the following, without limitation:
The Applicant acknowledges and agrees that it will not share, sell or otherwise disclose to any third-party any Exam Materials, and violation of the foregoing is a breach of this Agreement.
|i)||give or receive any unauthorized assistance of any kind related to any Exam, either before, during or after any Exam, and|
|ii)||use any aids or materials to answer any Exam question, unless such aids or materials are authorized by CloudSchool, and|
|iii)||take an Exam for anyone else, and|
|iv)||contravene the Exam regulations or instructions of any testing center or cause any disruption at any testing center, and|
|v)||remove any Examination Materials from a testing center or otherwise obtain Examination Materials from any source, other than as expressly authorized by CloudSchool, and|
|vi)||tamper with any testing center operations or the administration of any Exams.|
||NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, CloudSchool MAY REFUSE TO GRANT, CONTINUE, OR RENEW THE APPLICANT'S CERTIFICATION IF CloudSchool REASONABLY DETERMINES THAT THE APPLICANT'S CERTIFICATION
OR USE OF THE CORRESPONDING MARKS WILL ADVERSELY AFFECT CloudSchool. THIS AGREEMENT APPLIES TO ANY AND ALL CERTIFICATIONS OBTAINED BY THE APPLICANT.
||Teaching. Applicants who are granted a Certification as an Cloud Certified Trainer may make arrangements with an Authorized Partner for the Applicant to teach CloudSchool authorized courses
for which the Applicant is qualified, under the auspices of an Authorized Partner; provided that such Applicants comply with the standards and qualifications from time to time established by CloudSchool and
the Authorized Partner relating to the instruction of CloudSchool authorized courses.
||Conduct of Business. In the conduct of its business, the Applicant shall (i) exercise its best independent business judgment in rendering services to the Applicant's customers;
(ii) avoid deceptive, misleading, or unethical practices which are or might be detrimental to CloudSchool or its reputation; (iii) refrain from making any representations, warranties, or guarantees
to anyone on behalf of CloudSchool; (iv) conduct its business in a manner that does not adversely affect CloudSchool's reputation or goodwill; (v) comply with all applicable laws. Without limiting
the foregoing, the Applicant agrees to not misrepresent the Applicant's Certification or the Applicant's level of skill and knowledge related thereto.
||Standard of Quality. The Applicant acknowledges that it is of fundamental importance to CloudSchool that the services provided by the Applicant as a Certified Professional be of the
highest quality and integrity. Therefore, CloudSchool will in its sole discretion determine whether the conduct of any Applicant and any services provided by an Applicant as a Certified Professional
meet CloudSchool's standards. If CloudSchool determines that the Applicant is not meeting acceptable levels of quality and/or integrity in its conduct or services, CloudSchool will advise the Applicant
and provide the Applicant an opportunity to correct the situation, provided that if the situation is critical in nature (as determined by CloudSchool) or if the Applicant does not correct the situation
promptly, then CloudSchool may immediately terminate this Agreement and all rights of the Applicant as a Certified Professional, including any rights hereunder with respect to the use of the Marks.
||Use of Marks. Subject to the Applicant's compliance with the terms and conditions of this Agreement, upon the Applicant passing the Exams relating to a Certification, CloudSchool grants
to the Applicant a non-exclusive, non-sublicensable, personal and non-transferable limited license to use the Marks relating to that Certification; PROVIDED THAT the Applicant uses the Marks only in
accordance with the terms and conditions of this Agreement and the Guidelines, including the following terms and conditions:
The provisions of this Section 8 shall survive any termination of this Agreement.
||the Applicant must meet any ongoing requirements established by CloudSchool required to maintain that Certification;
||the Applicant acknowledges CloudSchool's sole ownership of the Marks and that nothing in this Agreement, or in the Applicant providing services and using the Marks as a Certified Professional,
or that might otherwise be implied by law, shall operate to give the Applicant any right, title or interest in the Marks, other than the authorization specifically granted herein;
||the Applicant shall only use the Marks relating to the Certifications obtained and maintained by the Applicant, and the Applicant may only use such Marks in connection with promoting and providing
the Applicant's services which correspond to the Applicant's Certification and the Applicant shall not use the Marks for any purposes that are not directly related to the Applicant's promotion and
provision of services corresponding to the Applicant's particular Certification; |
||if CloudSchool determines that the Applicant is misusing any Marks, the Applicant shall, upon CloudSchool's request, stop or change the Applicant's use of the Marks in order to comply with this
Agreement and the Guidelines.|
||the Applicant acknowledges and agrees that any goodwill and the benefit of the Applicant's use of any Marks enures to the benefit of CloudSchool;|
||the Applicant shall employ best efforts to use the Marks in a manner that does not derogate from CloudSchool's rights in the Marks, and shall take no action that may interfere with or diminish
CloudSchool's rights in and to the Marks, either during the term of this Agreement or afterwards. For further clarity, the Applicant shall not use or register any mark that is confusingly similar
to any of the Marks and the Applicant shall not assert any claims or rights to the Marks, except with respect to the Applicant's right to use the Marks pursuant to terms of this Agreement;|
||the Applicant agrees to immediately cease all use of the Marks upon the expiration or termination of this Agreement; |
||the Applicant acknowledges and agrees that irreparable damage to CloudSchool would occur if the Applicant breaches any provision of this Agreement relating to the proper use of the Marks and that
monetary damages may not be a sufficient remedy for such a breach. Accordingly, the Applicant agrees that, in addition to any other remedy to which CloudSchool may be entitled at law or in equity,
CloudSchool will be entitled to injunctive relief ordering the Applicant to cease and discontinue the unauthorized use of the Marks;|
|| the Applicant acknowledges that CloudSchool does not guarantee, warrant or offer any trade-mark protection to the Applicant with respect to the Marks. CloudSchool shall not be obligated,
liable, or in any way responsible to the Applicant because of any alleged or actual violations of trade-marks or copyrights, arising from or in connection with the use of the Marks covered by
this Agreement; and
||all rights relating to the Marks not expressly granted herein are reserved by CloudSchool. Nothing in this Agreement authorizes the Applicant to use any of CloudSchool's trademarks, service marks,
or logos except as expressly specified in this Agreement and the Guidelines published on the Websites;
||Term and Termination.
||Term. This Agreement will commence immediately upon the Applicant's acceptance of the terms and conditions of this Agreement prior to taking an Exam. This Agreement will remain in effect so
long as the Applicant is using or claiming any rights associated with any Certification. If the Applicant obtains any further Certifications, the provisions of this Agreement specific to those
new Certification(s) will also apply to the Applicant.
||Termination by Either Party. Either party may terminate this Agreement without cause by giving at least thirty (30) days prior written notice to the other party.
||Termination by CloudSchool. Without prejudice to any other rights it may have under this Agreement, in law, equity, or otherwise, CloudSchool may immediately terminate this
Agreement (including any Certifications relating thereto) upon the occurrence of any one or more of the following events ("Default"):
In the event of a Default, CloudSchool will give the Applicant written notice of termination of this Agreement.
|| if the Applicant fails to perform any of the Applicant's obligations under this Agreement or the Guidelines, or if the Applicant makes any material misrepresentations to CloudSchool;
||if the Applicant fails to fulfil any of the ongoing requirements established by CloudSchool for maintaining the Applicant's Certifications;|
||if any government agency or court finds that any services as provided by the Applicant are defective or improper in any way, manner or form; or|
||if actual or potential adverse publicity or other information, emanating from a third party or parties, about the Applicant, the services provided by the Applicant, or the use of the Marks by
the Applicant causes CloudSchool, in its sole judgment, to believe that CloudSchool's reputation will be adversely affected. |
||Effect of Termination. Upon termination of this Agreement for any reason, the Applicant will immediately (i) cease all display, advertising, and other use of the Marks and (ii)
cease all representations that it currently holds any Certification. Upon termination, all rights granted under this Agreement will immediately and automatically revert to CloudSchool.
If the Applicant does not comply with this Section 9, the Applicant shall be responsible for all expenses that CloudSchool incurs in enforcing this Section 9.
||Indemnification. The Applicant agrees to indemnify and hold CloudSchool and its employees, officers and directors, harmless against any loss, liability, damage, cost or expense
(including reasonable legal fees) arising out of any claims or suits made against CloudSchool (i) by reason of the Applicant's performance or non-performance under this Agreement; (ii) arising
out of the Applicant's use of the Marks; and/or (iii) for any personal injury, product liability, or other claim arising from the promotion and/or provision of any products or services by the
Applicant. The Applicant further releases CloudSchool from any claim or liability arising directly or indirectly out the administration or grading of any Exam and the Applicant shall not make
any claim against CloudSchool or any Authorized Partner with respect to the fairness or accuracy of any Exam or the administration or grading thereof. If CloudSchool seeks indemnification under
this Section, CloudSchool will notify the Applicant in writing of any claim or proceeding brought against it for which it seeks indemnification under this Agreement. In no event may the Applicant
enter into any third party agreements which would in any manner whatsoever affect the rights of, or bind, CloudSchool in any manner, without the prior written consent of CloudSchool. This Section
shall survive termination or expiration of this Agreement for any reason.|
||Disclaimer of Warranties. CloudSchool (and its Authorized Partners) make, and the Applicant receives, no warranties or conditions of any kind, express, implied or statutory,
related to the Program, any Certification, any Exam, or this Agreement. CloudSchool (and its Authorized Partners) specifically disclaim any implied warranty of merchantability, fitness for a
particular purpose and non-infringement of any third party rights. CloudSchool (and its Authorized Partners) specifically disclaim any implied warranty that any Certification ensures that the
Applicant will qualify for any particular employment. The Applicant acknowledges and agrees that CloudSchool has made no representation, warranty, or guarantee as to the benefits, if any, to
be received by the Applicant from third parties as a result of receiving any Certification. This Section shall survive termination or expiration of this Agreement for any reason.|
||Limitation of Liabilities. In no event shall CloudSchool be liable to the Applicant or any other party (including without limitation, the Applicant's clients or employers) for
any indirect, consequential, incidental or special damages (including damages for loss of profits, revenue, data, or use) arising from or related to:
whether such damages are incurred by the Applicant or any other person, whether in an action in contract or tort, even if CloudSchool has been advised of the possibility of such damages.
In any event, CloudSchool's maximum liability for any such damages shall not exceed the amount of Exam fees actually paid to CloudSchool by the Applicant. Some jurisdictions do not allow
limitations of the liability so some of these limitations may not apply; however, they apply to the greatest extent permitted by law. This Section shall survive termination or expiration
of this Agreement for any reason.
||to the Program;
||any Certification, or the Applicant's inability to obtain any Certification;|
||any Exam, or the Applicant's inability to pass any Exam;|
|iv)||this Agreement, or the termination of this Agreement or the cancellation of any Certification,|
||Retake Examination Policy. The Applicant may retake an Exam only in accordance with CloudSchool's Exam Policies, as amended from time to time, which are incorporated herein by
reference and posted as part of the Guidelines on the Websites.
||The Applicant agrees to ensure that CloudSchool has a current mailing address and email address for the Applicant and will promptly notify CloudSchool of any changes to such information.
|| The Applicant hereby grants CloudSchool (all references to CloudSchool herein include reference to CloudSchool's licensees, successors, and assigns) the right to publish and release the
Applicant's name, the state/province and country of residence, and past and present Certifications under the Program (collectively "Certification Information") in print and electronic and
Web-based versions of a worldwide directory of Cloud Certified Professionals. The Applicant may choose to have his/her Certification Information excluded from this directory by providing
written notice to CloudSchool.
||The Certification Information provided to CloudSchool will not be considered confidential or proprietary and will not be subject to any confidentiality obligations and CloudSchool may disclose,
use or publish any Certification Information for any purpose. The Applicant acknowledges that privacy protection regulations in other countries may not fully correspond with privacy protection
regulations in the Applicant's country of residence and may provide less protection.|
||The Applicant releases CloudSchool, its subsidiaries and affiliates and their employees, successors, and assigns from any claims of damages for libel, slander, invasion of rights of privacy
or publicity, and any other claim based on the publication, release or accuracy of any Certification Information as specified in this Agreement or as published by CloudSchool. This Release shall
be binding upon the Applicant and the Applicant's heirs, legal representatives, and assigns.|
||Notices. All notices to be sent to CloudSchool pursuant to this Agreement must be sent by prepaid courier or registered mail and be addressed to CloudSchool at CloudSchool's address
first set forth above, and such notices shall be deemed received five days after being couriered or mailed. All notices to be sent to the Applicant pursuant to this Agreement must be sent by mail or
email to the Applicant at the Applicant's address or email address provided to CloudSchool, and such notices shall be deemed received five days after being mailed or emailed.
||Violations and Sanctions. If it is determined that an Applicant has violated any terms of this Agreement, CloudSchool will provide the Applicant written notice of such violation and
any applicable sanctions. CloudSchool reserves the right to impose sanctions for violations of any terms of this Agreement, in CloudSchool's discretion, including but not limited to, withholding
Certifications, retaining Exam fees, terminating previously obtained Certifications, and permanently banning an Application from registering for or taking any further Exams.|
||Exam Fees Non-Refundable. All Exam fees are non-refundable.
||Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of British Columbia, Canada. Each of the parties irrevocably consents to the exclusive
jurisdiction of the federal and provincial courts located in British Columbia, Canada, as applicable, for any matter arising out of or relating to this Agreement.|
||No Waiver. No waiver of any breach of any provision of this Agreement by either party on one occasion shall constitute a waiver of any prior, concurrent or subsequent breach of the
same or any other provision, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. |
||Severability. Should any part of this Agreement be declared or held to be invalid for any reason, the invalidity shall not affect the validity of the remainder of this Agreement
which shall continue in full force and effect and be construed as if this Agreement had been executed without the invalid portion and it is hereby declared the intention of the parties that this
Agreement would have been executed without reference to any portion that may, for any reason, be hereafter declared or held invalid.
||No Assignment. The Applicant shall not assign, transfer, or sublicense this Agreement, or any right granted under this Agreement, in any manner. Any attempted assignment, transfer, or
sublicense, by operation of law or otherwise, shall be null and void.
||Relationship Between Parties. The Applicant acknowledges and agrees that the Applicant and CloudSchool are independent contractors and that the Applicant will not represent itself as
an agent or legal representative of CloudSchool. Neither this Agreement, nor any terms or conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship
between CloudSchool and the Applicant, or as CloudSchool granting a franchise. The Applicant shall not advertise, promote, or suggest in any manner that the services being provided to customers in
connection with the Applicant's Certification obtained hereunder, are provided by, sponsored by, or associated with CloudSchool, or that the Applicant is employed by, affiliated with, or sponsored
by CloudSchool, except to the extent that CloudSchool has granted the Applicant the Certification then held by the Applicant. |
||Entire Agreement. This Agreement and all documents incorporated herein by reference constitute the entire agreement between the parties and supersede all prior communications,
representations and agreement, whether verbal or written, between the parties with respect to the subject matter hereof.|
||Modification. This Agreement will not be supplemented or modified by any course of dealing or usage of trade. CloudSchool reserves the right to revise the terms of this Agreement
from time to time upon notice to the Applicant. In the event of such a revision to this Agreement, the Applicant's signing or otherwise manifesting assent to a new agreement may be a condition of
||Compliance with Laws. The Applicant agrees to comply, at the Applicant's own expense, with all statutes, regulations, rules, ordinances, and orders of any governmental body, department,
or agency which apply to or result from the Applicant's rights and obligations under this Agreement.|
||Enurement. This Agreement shall enure to the benefit of and be binding upon the parties hereto and, except as otherwise provided herein or as would be inconsistent with the provisions
hereof, their respective heirs, executors, administrators, successors and permitted assigns.|