Certification Program Agreement
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THIS CERTIFICATION PROGRAM AGREEMENT (THE "AGREEMENT") IS A LEGAL CONTRACT BETWEEN ELASTICSEARCH, INC. ("ELASTIC") AND YOU ("YOU" OR "YOUR"), AS AN INDIVIDUAL CERTIFICATION CANDIDATE IN THE ELASTIC CERTIFICATION PROGRAM ("CERTIFICATION PROGRAM").
THE AGREEMENT GOVERNS THE TERMS OF YOUR PARTICIPATION IN THE CERTIFICATION PROGRAM, INCLUDING YOUR ACCESS TO AND USE OF ELASTIC'S CERTIFICATION PROGRAM WEBSITE AS WELL AS USE OF ANY ELASTIC CERTIFICATION DESIGNATION OR ANY DIGITAL BADGE THAT ELASTIC MAKES AVAILABLE TO YOU AS PART OF THE CERTIFICATION PROGRAM. ELASTIC RESERVES THE RIGHT TO CHANGE THE TERMS AND CONDITIONS OF THIS AGREEMENT BY POSTING MODIFIED TERMS AND CONDITIONS ON THE CERTIFICATION PROGRAM WEBSITE, ALONG WITH AN EFFECTIVE DATE FOR MODIFIED TERMS. IF YOU DO NOT AGREE WITH ANY OF THE TERMS IN THE AGREEMENT, YOU MAY NEITHER USE THE CERTIFICATION PROGRAM WEBSITE NOR PURCHASE, REGISTER FOR, ACCESS OR USE ANY ELASTIC EXAM, CERTIFICATION DESIGNATION, OR DIGITAL BADGE.
- 1. DEFINITIONS
The following capitalized terms shall have the meaning set forth below. Other defined terms shall have the meanings set forth where they are first underlined.
- 1.1 "Certification Designation" means the specific Certification Program certification designation granted to You upon successful completion of and compliance with the Certification Requirements for the applicable Elastic functional track or technology as specified in this Agreement.
- 1.2 "Certification Program Website" means the Elastic website located at https://www.elastic.co/training/certification.
- 1.3 "Certification Requirements" mean the requirements referenced in this Agreement that You must meet to use and maintain the Certification Designation and use the Digital Badge in accordance with the terms of this Agreement.
- 1.4 "Certification Term" means two (2) years from the date of issuance of the applicable Certification Designation, unless otherwise specified in this Agreement or on the Certification Program Website.
- 1.5 "Digital Badge" means the specific Certification Program digital badge designated for a specific Certification Designation.
- 1.6 "Exam" means an Elastic certification exam designed to help validate an individual candidate's skills for a particular Elastic technology that is the subject of the Exam.
- 2. CERTIFICATION
- 2.1 Initial Requirements. To obtain a Certification Designation, You must: (i) pay the applicable Exam fees; (ii) accept the terms and conditions of this Agreement before completing each Exam; (iii) pass all required Exams for the applicable Certification Designation; and (iv) comply with any additional Certification Requirements specified on the Certification Program Website for the applicable Certification Designation.
- 2.2 Certification Designation Grant. Upon successful completion of the Exam, and subject to the terms of this Agreement, Elastic grants You a personal, non-exclusive, non-transferable, non-assignable, revocable right to use the applicable Certification Designation for the Certification Term on Your business cards, resumes, marketing collateral, website, and letterhead. You may use the Certification Designation only to promote Your qualifications in connection with the applicable Elastic functional track or technology and for no other purpose. Nothing herein shall be construed to grant any other rights to You.
- 2.3 Digital Badge. Upon successful completion of the Exam, and subject to the terms of this Agreement, Elastic grants You a personal, non-exclusive, non-transferable, non-assignable, revocable right to use the applicable Elastic Digital Badge for the Certification Term on Your business cards, resumes, marketing collateral, website, and letterhead. You may use the Digital Badge only to promote Your qualifications in connection with the applicable Elastic functional track or technology and for no other purpose. Elastic retains all rights, title and interests in the Digital Badge. Nothing herein shall be construed to grant any other rights to You, including use of any other Elastic trademarks, service marks, graphics and logos.
- 2.4 Maintenance Requirements; Modifications to Certification Requirements. To maintain Your Certification Designation, You must (i) keep Your contact information up to date with the Certification Program; and (ii) continue to comply with the terms and conditions of this Agreement and the Certification Requirements for the applicable Certification Designation, each as may be specified or updated by Elastic from time to time. You acknowledge and agree that Elastic may, in its sole discretion, modify this Agreement and/or the Certification Program, change the Certification Requirements, Exams, Certification Designations, and Digital Badges at any time, or discontinue the Certification Program. It is Your responsibility to stay apprised of Certification Program policies and Certification Requirements for the Certification Designation(s) You hold, and, if applicable, to timely complete any new Certification Requirements for Your Certification Designation(s). Elastic will make reasonable efforts to notify Certification Designation holders by means of public announcements posted on the Certification Program Website, or by email or by mail of such changes, provided You notify Elastic of any change in Your email address or mailing address pursuant to this Agreement. Elastic will provide You sixty (60) days from publication to comply with any changes applicable to You or the Certification Designation(s) You hold.
- 2.5 Logo Policy. Your use of the Digital Badge is subject to the terms of this Agreement and Elastic's logo usage guidelines available at https://www.elastic.co/brand, which are subject to change at Elastic's discretion. You agree not to use the Digital Badge in any manner that would diminish, tarnish or otherwise damage Elastic's image or reputation, or the goodwill associated with the Digital Badge. Upon request, you agree to promptly provide Elastic (at Your expense) samples of any materials bearing the Digital Badge.
- 2.6 Ownership; Reserved Rights. Elastic retains all right, title, and interest in and to the Certification Designations and Digital Badges. All rights not expressly granted herein are reserved by Elastic. You acknowledge that Elastic is the sole beneficiary of any goodwill associated with Your use of the Certification Designation and Digital Badge. Nothing herein shall be construed to grant any other rights to You, including use of any other Elastic trademarks, service marks, graphics and logos. You agree not to file any application to register any trademark, service mark, or domain name for any Certification Designation, Digital Badge, or any other mark confusingly similar to the Certification Designation or Digital Badge, and not to use Elastic trademarks or a potentially confusing variation of Elastic trademarks as part of your company name, product or service names, or domain names. You agree not to interfere with or bring any kind of action or legal or administrative proceeding in relation to the rights and title of Elastic in or to any Certification Designation, Digital Badge, or any other Elastic trademarks or logos.
- 3. DISCLOSURE OF CANDIDATE INFORMATION
- 3.1 Candidate Personal Information. You will be required to provide personal information, which You hereby agree to provide, as a condition of participating in the Certification Program. Such personal information will be collected prior to and throughout the duration of Your participation in the Certification Program, including, but not limited to, during registration, scheduling, and delivery of Exams. This information will be used to process Your certification, and for the purposes of facilitating and administering the Certification Program and Your participation therein. You acknowledge and agree that Your personal information may be shared internally within Elastic, with Your employer (if not Elastic), and/or with the entity to which You are providing services, and that third party organizations may have access to Your personal information for purposes relating to facilitating and administering the Certification Program and Your participation therein, including, but not limited to, processing Your certification, Exam scheduling, Exam delivery and fee processing. You can review Your personal information and make change requests by going to https://www.elastic.co/training/certification or another website designated by Elastic from time to time and updating Your profile information. The Elastic Privacy Statement available at https://www.elastic.co/legal/privacy-statement, is hereby incorporated by this reference. All use of Personal Information (as defined in the Privacy Statement) by Elastic will be governed solely by the Privacy Statement.
- 3.2 Disclosure of Candidate Certification Designation and Related Information. From time to time, third parties may contact Elastic to verify Your Certification Designation status, and You hereby authorize Elastic to disclose information regarding Your Certification Designation status to such third parties seeking verification. Further, You acknowledge that Elastic may provide third parties with access to information regarding Your Certification Designation via a publicly available online search tool that is searchable using Your personal information, such as Your first and last name and/or Your email address. Elastic may use and disclose personal information such as Your name, information about Exams for which You have registered, Your Certification Designation, and information regarding associated Exam results to administer and facilitate the Certification Program, including Your participation therein or involvement therein.
- 4. COMPLIANCE
- 4.1 No Cheating. You agree that all work submitted by You in completing the Exam and in satisfaction of the Certification Requirements, including Exam answers, attestations, and personal registration information, is entirely Your own. You will neither: (i) provide nor accept improper assistance; nor (ii) use unauthorized materials in attempting to satisfy Certification Requirements (including unauthorized certification content provided by third parties).
- 4.2 No Misconduct. You agree not to (i) falsify Your identity or impersonate another individual; (ii) forge any Digital Badges, Exam score reports, identification cards or any other Exam records; (iii) engage in fraudulent conduct or misrepresent yourself as certified when You have not successfully met the applicable Certification Requirements and do not have an active Certification Designation; (iv) misuse or disclose to another person Your testing id number, Certification Program Website username and/or password or any other Certification Program identities; (v) copy, resell, distribute or misuse any Exam voucher(s) or any other Exam discount; (vi) use any Exam vouchers obtained from an unauthorized source; or (vii) engage in any other misconduct that could be considered by Elastic, in its sole discretion, as compromising the integrity, security or confidentiality of the Exam or the Certification Program. Elastic reserves the right to use any reasonable methods to verify Your identity, including, without limitation, the use of challenge questions, identification numbers, photographic verification, and signature verification.
- 4.3 No Misuse of the Exam. You agree not to copy, publish, offer to sell, sell, publicly perform or display, distribute in any way or otherwise transfer, modify, make derivative works thereof, reverse engineer, decompile, disassemble or translate any Exam or part thereof.
- 4.4 Retake Policy. You agree not to retake any passed Exam. If You fail an Exam once, You must wait 14 days before attempting the Exam again.
- 4.5 Exam Materials. Elastic and its testing partners may impose restrictions or regulations governing the use of any materials that You may bring into the examination area and/or refer to during the Exam. You agree to return to Elastic or the testing partners, as may be directed upon completion of the Exam, any examination material provided to You and to destroy any notes produced by You during the Exam.
- 4.6 Business Practices. You agree for the term of this Agreement not to (i) engage in any conduct that could harm the reputation or goodwill of Elastic; (ii) engage in any deceptive, misleading, or unethical practices; or (iii) make any representations, warranties, or guarantees to customers on behalf of Elastic. You also agree for the term of this Agreement to (i) comply with all applicable U.S. export regulations and other applicable governmental laws and regulations; and (ii) comply with copyright and other intellectual property and proprietary rights protections.
- 4.7 Non-Compliance. You understand and agree that, if for any reason and at its sole discretion, Elastic believes Your Exam results do not accurately reflect Your true knowledge or mastery of the subject matter of the Exam and/or that You have violated the compliance terms set forth in this Section, Elastic has the right (without refund of any Fees paid) to deny You any further participation in the Exam, cancel a passed Exam result, revoke any pre-existing Certification Designations You may hold, Your Elastic-certified status and any other rights previously conferred on You by Elastic, to suspend or permanently bar You from any further participation in the Certification Program, and to terminate this Agreement immediately for cause.
- 5. INDEMNITY
- You agree to indemnify, defend and hold Elastic, its affiliates, and each of its and their respective officers, directors, agents, employees, and assignees harmless against any losses, liabilities, damages, claims and expenses (including attorneys' fees and court costs) arising out of any claims or suits, whatever their nature and however arising, in whole or in part, which may be brought or made against Elastic, or its affiliates, officers, directors, agents, employees, or assigns, by a third party in connection with: (i) any personal injury, property damage or other claims which are caused, directly or indirectly by any negligent act, omission, illegal or willful misconduct by You, (ii) Your use or misuse of a Certification Designation and/or the Digital Badge; (iii) any unauthorized disclosure or misuse of Elastic's Confidential Information (defined below) by You; and/or (iv) Your breach of any obligations or warranties under this Agreement.
- 6. TERM AND TERMINATION
- 6.1 Term of Agreement. The term of this Agreement shall commence upon Your acceptance of this Agreement and shall continue until terminated in accordance with the provisions herein.
- 6.2 Termination. Either party may terminate this Agreement at any time, without cause, on thirty (30) days' prior written notice to the other party. In addition, Elastic reserves the right to terminate this Agreement for cause upon written notice to You (sent to Your last known mailing and/or email address on file with Elastic). Cause for termination shall include, without limitation, (i) any breach by You of this Agreement that remains uncured for thirty (30) days following notice of the breach by Elastic, (ii) Elastic's determination, in its sole discretion, that You failed to comply with any of the terms set forth in Sections 4 or 7 of this Agreement, or (iii) any misrepresentation by You of Your Certification Designation.
- 6.3 Effects of Termination. Upon any termination of this Agreement, all rights granted to You under the Certification Program shall immediately terminate, including all rights to use any Certification Designation or Digital Badge.
- 6.4 Survival. Any payment obligations accrued under Section 2, as well as Sections 2.6, 4.4, 5, 6.3, 6.4, 7, 8, 9, and 10 of this Agreement shall survive any termination or expiration of this Agreement.
- 7. CONFIDENTIALITY
- 7.1 Confidential Information. Exams (including without limitation, questions, answers, worksheets, computations, drawings, diagrams, length and number of Exam segments and/or questions, and any communication related to the Exams) are the confidential property of Elastic ("Confidential Information") and are made available to You for the sole purpose of testing Your proficiency in the Elastic functional track or technology that is the subject of the applicable Exam.
- 7.2 Non-disclosure. You agree (i) to hold the Confidential Information in confidence and take all reasonable precautions to protect it; (ii) not to use the Confidential Information at any time during the term or after the termination of this Agreement; except as provided herein; and (iii) not to disclose, publish, reproduce or transmit any Confidential Information to any third party, in any form, including without limitation, verbal, written, electronic or any other means for any purpose.
- 7.3 Ownership. Elastic retains all rights, title and interest in and to all information, content and data contained in Exams and all copyrights, patent rights, trademark rights and other proprietary rights thereto provided by Elastic under this Agreement.
- 8. WARRANTIES
- ELASTIC MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
- 9. LIMITATION OF LIABILITY
- 9.1 Limitation of Liability for Certain Claims. Exams may be administered by an independent testing vendor. You acknowledge and agree that Elastic shall have no liability to You for any claim in any way related to the Exam, including but not limited to registration, the testing environment, delivery of the Exam, Exam fees, and the accuracy, timeliness or reporting of Exam results.
- 9.2 Disclaimer of Certain Damages. IN NO EVENT SHALL ELASTIC BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OR INACCURACY OF DATA OR DOCUMENTS, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OF OR FAILURE TO PERFORM THIS AGREEMENT, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- 9.3 Damages Cap. IN NO EVENT SHALL ELASTIC'S AGGREGATE, CUMULATIVE LIABILITY WITH RESPECT TO ANY CLAIM UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE TO ELASTIC FOR YOUR PARTICIPATION IN THE CERTIFICATION PROGRAM. THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT EXPAND OR INCREASE THE FOREGOING LIMITATION.
- 9.4 Risk allocation. YOU AGREE THAT THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS ARE A REASONABLE ALLOCATION OF THE RISK BETWEEN THE PARTIES AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE OR OTHERWISE.
- 10. GENERAL
- 10.1 Governing law. This Agreement is governed by the substantive and procedural laws of the State of California, without regard to its conflicts of laws principles. The state and federal courts located in Santa Clara County, California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. You hereby consent to the exclusive jurisdiction of such courts. You also hereby agree to waive any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
- 10.2 Independent Relationship. The parties are independent contractors, and nothing contained in this Agreement shall be construed to constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.
- 10.3 Severability and waiver. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. In the event any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, then the other provisions of this Agreement shall continue in full force and effect. Except for actions for nonpayment, breach of Elastic's intellectual property or other proprietary rights, or breach of Elastic's rights under Section 7, no action, regardless of form, arising out of this Agreement may be brought by either party more than two years after the cause of action has accrued.
- 10.4 No assignment. You may not assign Your rights and/or obligations, in whole or in part, under this Agreement to any third party. Any such attempted assignment shall be ab initio, null, and void. Subject to the foregoing, this Agreement is binding upon, inures to the benefit of and is enforceable by, the parties and their respective permitted successors and assigns.
- 10.5 Remedies. It is expressly agreed that a material breach of this Agreement by You may cause irreparable harm for which a remedy at law may be inadequate. In addition to any and all remedies available at law, Elastic will be entitled to seek injunctive relief or other equitable remedies in the event of a threatened or actual violation of any of the provisions of this Agreement.
- 10.6 Entire agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.
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