By taking a Magento Certification exam, YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING ANY PROGRAM REQUIREMENTS POSTED ON THE PROGRAM WEB SITE, WHICH ARE INCORPORATED INTO AND FORM PART OF THIS AGREEMENT. YOU ALSO REPRESENT THAT YOU HAVE READ AND UNDERSTAND ALL OF THE PROVISIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, YOU WILL NOT BE PERMITTED TO PARTICIPATE IN THE MAGENTO CERTIFIED PROFESSIONAL PROGRAM AND WILL NOT BE PERMITTED TO TAKE THE CERTIFICATION EXAM.
Magento Certified Professional Program Agreement
In this Agreement the following terms will have the meanings set forth below:
1.1 “Certified” means an individual who has successfully met the Certification Requirements and has received written confirmation of such from the Magento Certification Program Office. “Certification” has the same meaning.
1.2 “Certification Requirements" means any one of those sets of requirements established by Magento that an individual must meet to become Certified and must continue to meet to maintain Certification. The Certification Requirements are set out on the Program website.
1.3 “Designation” means any one of the titles established by Magento which you may become authorized to use after becoming Certified by Magento.
1.4 “Logo or Badge shall mean any one of the Program logos or Badge established by Magento which you may become authorized to use by becoming Magento Certified for the associated credential.
1.5 “Program” means the Magento Certified Professional Program.
1.6 “Program Website” means the website located at https://u.magento.com/certification. The Program Website provides additional tools and information about the Program, including the Certification Requirements for each credential, as well as any other Program and operational requirements.
2.1 Each Credential has an associated set of Certification Requirements. Current Certification Requirements for the Credentials are available at the Program Website. To become Certified you must meet the requirements of the Program, including the Certification Requirements for the relevant Credential. You are allowed to become Certified for more than one Credential.
2.2 Maintaining Certification. To maintain Certification for a Credential, you must maintain compliance with your obligations under this Agreement and with the current Certification Requirements for that Credential, as may be specified or modified by Magento from time to time. You agree to meet the Certification Requirements and other Program requirements, as updated from time to time, as a condition of obtaining and maintaining your Certification.
2.3 Certification Revocation. Magento may, at its sole discretion revoke any and all Certifications, and permanently ban you from earning future Certifications, under any of the following circumstances: (a) if you fail to maintain compliance with the Certification Requirements, as well as any other Program requirements; (b) you breach the terms and conditions of this Agreement; or (c) Magento determines, in its sole discretion, that you have taken any action that compromises the integrity and confidentiality of a certification exam or the program.
3. RIGHT TO USE LOGO AND DESIGNATION
3.1 Subject to your compliance with the terms and conditions of this Agreement, upon your successful completion of the Certification Requirements for a Credential, Magento grants you a non-exclusive, non-transferable, non-assignable, royalty-free license to use the Logo and Designation associated with the Credential for which you are Certified solely in connection with publicizing that you have met and continue to meet all Certification Requirements for that Credential only as long as you maintain Certified status in relation to the relevant Credential(s).
3.2 Limitations on Use. You agree not to use the Designation or Logo in a manner that (a) damages or infringes Magento’ rights in the Designation or Logo, (b) reflects negatively on Magento or otherwise injures Magento’ reputation, (c) misrepresents your relationship with Magento or gives the impression that Magento endorses or recommends your business or services, or (d) gives the impression that the Designation or Logo applies to your employer or to any other individual other than
3.3 Compliance with Guidelines. You agree that you shall use only Magento-supplied Logo artwork and that your reproduction and use of the Designation and Logo shall be in strict compliance with the Usage Guidelines which shall be made available to you upon your Certification. Upon request, you agree to promptly provide Magento with representative examples of your materials using the Designation or
3.4 Reservation of Rights. You acknowledge the value of the goodwill associated with the Designation and Logo and acknowledge that such goodwill exclusively inures to the benefit of and belongs to Magento. Magento retains all rights not expressly conveyed to you by this Agreement, and shall have the right to grant licenses to others to use the Designation and Logo.
3.5 Protection of Mark. If necessary to aid Magento in the protection of Magento’ rights in or to a Designation or Logo, you agree to provide reasonable cooperation and assistance to Magento.
3.6 No Challenge of Rights. You agree not to challenge, interfere with, or bring any kind of action or legal or administrative proceeding in relation to the rights and title of Magento in or to any Designation or
3.7 No Unauthorized Use, Registration. You agree not to use any Designation or Logo except as specifically authorized under this Agreement, not to file any application to register, in any class and in any country, any trademark or service mark for any Designation or Logo or any other mark confusingly similar to any Designation or Logo. You agree to immediately cease all use of all Logos and Designations upon the termination of this
4. CONFIDENTIALITY AND OWNERSHIP
4.1 Magento Confidential Information. You understand, acknowledge and agree that the certification exams and all information provided to you or obtained by you related to the certification exams, including, but not limited to, the specific questions and the content, structure, and organization of the exams, shall be deemed to be the confidential information of Magento (“Confidential Information”).
4.2 Your Confidentiality Obligations. You agree that you will, both during and after the term of this Agreement, (a) hold all Confidential Information in confidence and take all reasonable measures to protect the Confidential Information, (b) make no use of the Confidential Information except as expressly allowed under this Agreement, and (c) not disclose, reproduce, disseminate or transmit in any way any portion of the Confidential Information to any third party in any form, including without limitation, written, electronic or
4.3 Intellectual Property Ownership. Magento retains all rights, title and interest in and to all Program and related information, content, data, exams, materials, and all copyrights, patent rights, trademark rights and other proprietary rights therein. All rights not expressly granted by Magento to you are expressly reserved to Magento.
5. CERTIFICATION INFORMATION
5.1 Third Parties. Magento is entitled, but is not obligated, to make information concerning your Certification status available to third parties in writing or electronically. Magento has certain partner programs that require employment of a minimum number of Magento Certified employees. For this reason, the revocation of any Certification may result in loss of partner benefits to such employers. You agree that if Magento revokes your Certification pursuant to Section 2.3, Magento shall have the right to notify your employer and respond to any inquiry by your employer about changes in your Certification status. You have the responsibility for ensuring that your information is accurate and that Magento is kept aware of your current relevant information. Magento shall have no liability for providing incorrect information to third parties in response to a proper request to verify your Certification
5.2 Information Processing. You agree and consent that Magento and the Program contractors and testing vendors may process and exchange your information in connection with the operation of the
6. BUSINESS CONDUCT
You agree that all business you conduct and all services you provide in your capacity as a participant in the Program, or in connection with the promotion or selling of which you use or display a Designation or Logo, shall be performed in a manner that (a) does not reflect negatively on Magento or in any way harm Magento’ reputation, (b) avoids unethical, illegal, misleading or deceptive practices, (c) does not make or appear to make any warranties, representations or guarantees on behalf of Magento or related to Magento products or services, (d) complies with all applicable governmental laws and regulations and (e) protects Magento’ confidential information, copyrights and other intellectual property rights.
7. TERM AND TERMINATION.
7.1 Term. The term of this Agreement shall commence upon the date of you accept this Agreement and will continue until terminated in accordance with this Section
7.2 Termination by Either Party. Either party, with or without cause, may terminate this Agreement upon thirty (30) days written notice of termination to the other
7.3 Termination by Magento. Magento, in its sole discretion and without prejudice to any rights Magento may have under this Agreement of in law, equity or otherwise, may terminate this Agreement at any time upon the occurrence of any one of the following events: (a) you fail to comply with the requirements established by Magento for maintaining your Certification for at least one Credential, (b) you misrepresent your Certification status, (c) you use a Logo or Designation in a manner that Magento believes could injure Magento’s reputation or rights in the Logo or Designation, (d) you misappropriate or disclose without authorization any Magento trade secret or confidential information including, without limitation, any Confidential Information as identified in 4.1 above or (e) you fail to comply with any of the material terms of this Agreement.
7.4 Effect of Termination. Upon termination of this Agreement, the license and all rights granted hereunder shall terminate completely. You shall immediately discontinue all use of Designations and Logos. Except as specifically provided herein, you shall have no further rights or obligations under this Agreement after
7.5 Rights and obligations under Sections 3.4, 3.5, 3.6, 3.7, 4, 5, 7.3, 8, 9, 10 and 11 of this Agreement shall survive termination of this Agreement.
8. LIMITATION OF LIABILITY
IN NO EVENT SHALL Magento BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS PROFITS) ARISING FROM THIS AGREEMENT OR IN ANY WAY RELATED TO YOUR CERTIFICATION, YOUR FAILURE TO ACHIEVE OR MAINTAIN CERTIFICATION, YOUR USE OR INABILITY TO USE THE DESIGNATIONS OR LOGOS, OR THE TERMINATION OF YOUR CERTIFICATION, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF Magento HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to indemnify and hold Magento harmless against any loss, liability, damage, cost or expense (including attorneys’ fees) arising out of any claims or suits, whatever their nature and however arising, which may be brought or made against Magento arising out of or in any manner connected with: (i) any breach by you of this Agreement including, but not limited to, your use of the Designations and Logos in any way that is inconsistent with this Agreement; (ii) any claim alleging that your services were promoted, sold or performed in a deceptive, incomplete, illegal, negligent, improper or unauthorized manner, (iii) Magento termination of this Agreement pursuant to the terms of this Agreement or (iv) your use or misuse of the intellectual property or confidential information of Magento or any third party.
10. CHANGES TO PROGRAM
10.1 Right to Change. Magento reserves the right to terminate the Program or to make changes to the Program at any time. Such changes may include, but are not limited: (a) changes to the number, scope, organization, objectives and content of the exams, (b) additions, deletions or other modifications to the Certification Requirements, (c) addition of new Credentials, Designations and Logos, and (d) deletion, modification or replacement of any Credential, Designation or
10.2 Notice of Changes. Magento will post a notice of any Program changes on the Program Website. If Magento records indicate that you are certified for a Credential and any change to the Program affects the Certification Requirements for that Credential, Magento intends, but is not obligated, to send an email notification to you at the email address on file with the Program Office, however it is your responsibility to monitor the posted Program information and Certification Requirements for any changes potentially affecting your Certification
10.3 Effect of Changes. If Magento changes the requirements for maintaining certification for a Credential for which you are Certified, you must comply with the changed requirements within six (6) months from the effective date of such requirements change. If you have not fully complied with the new or modified requirements within the six-month period, your Certification for that Credential shall terminate and you shall cease all use of the Designation or Logo associated with that Credential.
11. OTHER PROVISIONS
11.1 No Joint Venture or Partnership. This Agreement shall not create a joint venture, partnership, principal-agent, employer-employee, or similar relationship between the parties. You agree that you will not represent yourself as an agent, employee, consultant, contractor or legal representative of Magento or any subsidiary thereof based upon this
11.2 No Warranties by You. This Agreement does not give you any right or authority to make any representation, warranty, or promise on behalf of Magento or Magento’ products or services.
11.3 Injunction. You recognize and acknowledge that a material breach by you of any of your covenants, agreements or undertakings hereunder will cause Magento irreparable damage, which cannot be readily remedied in monetary damages in an action at law. Therefore, in addition to its rights and remedies otherwise available at law, upon an adequate showing of material breach, and without further proof of irreparable harm other than this acknowledgment, Magento shall be entitled to immediate equitable relief, including, but not limited to, both interim and permanent injunctions, to stop such
11.4 Governing Law and Jurisdiction. This Agreement shall be governed and construed and enforced in all respects in accordance with the substantive and procedural laws of the state of California and the venue for any litigation will be the appropriate courts in Santa Clara County, California. Both you and Magento submit to the exclusive jurisdiction and venue of such courts, and specifically disclaim the United Nations Convention on Contracts for the International Sale of
11.5 Waiver and Severability. 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.
11.6 No Assignment. This Agreement may not be assigned by you in whole or in part. Any attempted assignment shall be null and
11.7 All notices to be mailed to you will be directed to the most recent email address for you in the Program Office files. It is your responsibility to ensure that the Program Office has your current email and postal address.
11.8 Entire Agreement. This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party; no other act, document, usage or custom shall be deemed to amend or modify this