Certification Program Agreement

Updated: October 2019

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Certification Program Agreement ("Agreement") is a legal document between you ( "you" or "your") and Microsys ("Microsys") regarding your participation in the Microsys Certification Program (“Program”). The terms of this Agreement apply to (a) any Microsys Certifications you have attained, and (b) your participation in the Program, including your access to and use of any Microsys Certification Program benefit, Microsys Certification credential, or any Microsys Certification logo that Microsys makes available to you as part of the Program. Please read this Agreement carefully.

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1. DEFINITIONS
    

   1. “Affiliate” means any legal entity that owns, is owned by, or is commonly owned with a party. “Own” means having more than 50% ownership or the right to direct the management of the entity.

   2. "Microsys Certification Credential" or "Credential" means the full or abbreviated title of a specific Microsoft Certification that is used to signify an individual’s compliance with the requirements for a specific Microsys Certification.

   3. "Microsys Certification Exam" or "Exam" means a Microsys certification exam designed to help validate an individual’s skills for a particular Microsys technology that is the subject of the Exam.

   4. "Microsys Certification Program Logo Usage Guidelines" or "Guidelines" means the current specifications established by Microsys that those who have achieved Microsys Certification must agree to abide by in order to use the corresponding Credential or Logo.
      
       

2. MICROSYS CERTIFICATION
    

   1. To Obtain and Maintain a Microsys Certification. To obtain and maintain a Microsys Certification, you must:

      1. pass all the required Exams and satisfied all certification and recertification requirements for the applicable Microsys Certification;

      2. accept the terms and conditions in this Agreement,

      3. comply with the terms and conditions in the current version of the Agreement, the Guidelines, and all Program requirements, and

      4. comply with all additional requirements for the applicable Microsys Certification.

   2. Changes to Microsys Certification Requirements. Microsys may, at its sole discretion, change the Microsys Certification requirements (both initial and continuing) at any time by posting such changes on the Microsys training and certification website or on the Microsys Certified Professional Website. You will be allowed three (3) full calendar months from the date Microsys posts the changes to comply with any additional requirements. Your right to use a particular Credential and Logo may terminate if you do fail to comply with any additional certification or recertification requirements associated with a particular Credential and Logo.

   3. Violation of Exam Agreement.

      1. All Microsys Certification Exams, including Exam questions and answers, constitute Microsys confidential information and are protected by trade secret law and by the Non-Disclosure Agreement and General Terms of Use for Microsys Certification Exams (“Exam Agreement”) and may not be disclosed to or discussed with others or posted or published in any forum or through any medium.

         1. If Microsys believes you violated the Exam Agreement or engaged in any fraudulent behavior or misconduct that could diminish or compromise the security or integrity of the Program in any way, you may be decertified and terminated from the Program and permanently ineligible to participate in the Program.
            
             

3. PROGRAM BENEFITS
    

   1. Program Benefits Provided by Third Parties. Some Program benefits may be provided by third parties. You understand and agree that your relationship with respect to those benefits is directly with the third party and not with Microsys. Microsys is not responsible for any Program benefit provided by a third party and Microsys does not sponsor or endorse the third-party vendors or its services or products.

   2. Additional Terms. Program benefits may have additional terms, conditions, and licenses. You must accept and comply with any additional terms associated with a Program benefit before you can use that benefit. You may not use a Program benefit if you do not comply with any applicable additional terms, conditions, and licenses.
      
       

4. USE OF CERTIFICATION CREDENTIALS AND LOGOS
    

   1. Grant of Rights. Subject to and expressly conditioned upon (a) your compliance with the terms and conditions of this Agreement and the Guidelines, (b) your successful completion of all current requirements for the Microsys Certification, (c) your continued compliance with all current and applicable certification and recertification requirements, and (d) your acceptance of the Guidelines, Microsys hereby grants you the right to use the Credential(s) and Logo(s) for which you have obtained Microsys Certification as indicated in your current transcript (and not the legacy transcript) located on the Microsys Certified Professional Website in accordance with the Guidelines.

   2. Restrictions. You may not use or reproduce the Credential or Logo in any manner whatsoever other than as described in this Agreement and the Guidelines, and in any applicable artwork provided by Microsys. You will use the Credentials and Logos in a manner that does not derogate from the rights of Microsys in the Credentials and Logos, and will take no action that may interfere with or diminish the rights of Microsys in the Credentials or Logos or damage Microsys’s reputation or goodwill in the Credentials or Logos. You will not use the Credentials or Logos in a way that may cause confusion about whether any products or services you offer are Microsys products or services.

   3. Ownership. All rights not expressly granted herein are reserved by Microsys. You acknowledge Microsys’s sole ownership of the Credentials and Logos and any associated goodwill, and that Microsys retains all right, title, and interest in and to the Credentials and Logos. Microsys is the sole beneficiary of the goodwill associated with your use of the Credentials and Logos.

   4. MC ID Number. Microsys will assign a unique Microsys Certification ID (MSCS ID) number that will be used to identify you as a current Program member. This unique MC ID number belongs to Microsys and you may only use the MSCS ID number assigned to you if you are a current Program member.
      
       

5. PRIVACY
    

   1. Personal Information. You acknowledge and agree that Microsys collects certain information about you to run the Program and that the Microsys Certifications you have earned and your Program activities may be tracked and associated with your personal information. 

   2. Use of Personal Information. You agree that Microsys may occasionally contact you to invite you to participate in surveys and research.

   3. Disclosure of Personal Information. You grant Microsys the right to share your name, contact information (including email address), employer’s company name, the Credentials you have earned, and your status in the Program with (i) other Microsys programs to verify your and your employer’s compliance with other Microsys program requirements, and (ii) with Microsys Affiliates and with the third-party exam delivery providers and testing centers that deliver Microsys Certification Exams in connection with your participation in the Program.
      
       

6. YOUR RESPONSIBILITIES
    

   1. Business Practices.
       

      1. You agree that you will (i) refrain from conduct that could harm the reputation of Microsys; (ii) avoid deceptive, misleading, or unethical practices; (iii) not make any representations, warranties, or guarantees to customers on behalf of Microsys; (iv) comply with all applicable U.S. export regulations and other applicable governmental laws and regulations; and (v) comply with copyright and other intellectual property and proprietary rights protections.

      2. You may not advertise, promote, imply, or suggest in any manner that you are employed by, affiliated with, endorsed, or sponsored by Microsys except to state that you have successfully completed all requirements for the particular Credential(s) you have earned. During the term of this Agreement, you will insert the following language in each contract under which you provide services involving Microsys technologies:

         "Microsys is not a party to this agreement and Microsys will have no liability whatsoever with respect to the services that are the subject of this contract. The Microsys Certification Credential indicates that I have successfully completed the requirements for the corresponding Microsoft Certification Credential. The services I provide are not endorsed or sponsored by Microsys."

      3. Some states and countries regulate the use of the term "engineer," and you should comply as applicable with any such laws in the event you attained any Credential related to Microsys Certified Systems Engineer.

   2. Transcripts. 
      
      You are responsible for reviewing your Microsys Certification transcript to ensure it accurately reflects the Credentials you currently hold. If you believe your transcript is inaccurate, you have up to one (1) year from the date you passed the last Exam necessary to earn or maintain the Credential in question to submit a request to Microsys to evaluate the fulfillment of any Credential you believed you currently hold that does not appear on your transcript.
      
       

7. CHANGES
    

   Microsys reserves the right to (a) update and change the Agreement and Guidelines, (b) change the Program or any aspect of it at any time, including the right to retire Credentials, change certification requirements, and change Program requirements and benefits, and (c) discontinue the Program. Microsys will post changes on the Microsys Certified Professional Website. You are responsible for checking Microsys Certified Professional Websites regularly for changes. Changes are effective on the date the changes are posted. Changes do not apply retroactively.
   
    

8. NO WARRANTIES
    

   MICROSYS DOES NOT GUARANTEE YOUR SATISFACTION WITH THE PROGRAM OR YOUR RESULTS. MICROSYS AND ITS AFFILIATES MAKE NO WARRANTIES REGARDING THE PROGRAM, CREDENTIALS, OR LOGOS AND HEREBY DISCLAIMS ALL WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED BY LAW.
   
    

9. LIMITATION OF LIABILITY
    

   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MICROSYS OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE PROGRAM (WHETHER FOR PROGRAM BENEFITS, TERMINATION, OR OTHERWISE), YOUR MICROSYS CERTIFICATION, FAILURE TO ACHIEVE A MICROSYS CERTIFICATION, USE OF OR INABILITY TO USE THE CREDENTIALS OR LOGOS. THIS EXCLUSION WILL APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   
    

10. INDEMNIFICATION
     

    You agree to defend, indemnify, and hold Microsys and its Affiliates harmless from and against any and all third-party claims, demands, costs, liabilities, judgments, losses, expenses, and damages (“Claim”) (including attorneys' costs and fees) arising out of, in connection with, or related to (a) your participation in the Program; (b) your use of any Credential or Logo in a manner which is in any way inconsistent with the terms of this Agreement; (c) the performance, promotion, sale, or distribution of your services; or (d) the termination of this Agreement by Microsys pursuant to the terms in this Agreement. In the event Microsys seeks indemnification from you under this provision, Microsys will promptly notify you in writing of the Claim(s) brought against Microsys for which it seeks indemnification and, at Microsys’s discretion, permit you, through counsel acceptable to Microsys, to answer and defend such Claim. You may not settle any Claim on Microsys’s behalf without first obtaining Microsys’s written permission, which will not be unreasonably withheld, and you will not publicize the settlement without Microsys’s prior written permission. Microsys reserves the right, at its option, to assume full control of the defense of such Claim with legal counsel of its choice. If it so undertakes, any settlement of such Claim requiring payment from you will be subject to your prior written approval. You will reimburse Microsys upon demand for any expenses reasonably incurred by Microsys in defending such a Claim, including, without limitation, attorneys’ fees and costs, as well as any judgment on or settlement of the Claim in respect to which the foregoing relates.
    
     

11. TERMINATION
     

    1. Termination Without Cause. 
       
       Either party may terminate this Agreement at any time, without cause, on thirty (30) days’ prior written notice to the other party.
        

    2. Termination for Cause. 
       
       Microsys may immediately terminate this Agreement upon written notice on any of the following events:

       1. you fail to comply with any applicable Certification or recertification requirements;

       2. you fail to comply with any of the terms of the Agreement or the Guidelines;

       3. you misrepresent your Credential(s);

       4. you engage in misappropriation or unauthorized disclosure of any trade secret or confidential information of Microsys;

       5. you engage in activities prohibited by law, or

       6. a government agency or court finds that the services you provided concerning the Microsys technologies to which your Microsys Certification relates are defective in any way.
           

    3. Effects of Termination.
       
       In all events of termination of this Agreement, all rights granted to you under the Program are immediately terminated. You will immediately:
        

       1. cease all activity relating to the Program;

       2. stop identifying yourself as a participant in the Program;

       3. cease all use of any Credential or Logo and Program benefit; and

       4. destroy any associated materials that you have received as part of the Program
           

    4. Survival.
       
       You agree that Microsoft and its Affiliates and subsidiaries will not be liable to you or any third party for costs or damages of any sort resulting from (a) the termination of this Agreement in accordance with its terms, and (b) your suspension from or cancellation of the Program.
        

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Updated: December 2019