Showpad Certification Program Terms
These terms (“Certification Program Terms”) for the Showpad Certification Program and any other Showpad learning, credential or certification program (each individually “Certification Program”) set forth the terms and conditions that govern your participation as an individual (“You,” or “Your,”) in the Certification Program.
1. Requirements and benefits You will meet all relevant Certification Program requirements and will be entitled to the benefits that You are eligible for under the then-current Showpad Certification Program Guide. Showpad reserves the right, including without prior notice, to discontinue making available, or to refuse to provide any user with access to, any Certification Program.
2. Access to Showpad materials
2.1. Showpad information and learning materials. As part of the Program, You may be granted access to Showpad information and learning materials, which may include various forms of media such as audio, videos, graphics, pdfs, slide decks, example code, one-pagers, workbooks, dashboards, datasheets, assessments, synchronous discussions, emails, forums, or e-learning courses. This information is considered as Showpad’s Confidential Information. You will only use this Information for the purposes of the Certification Program and will not reproduce, disseminate, or disclose this information to any person. You will treat Confidential Information with the same degree of care as you treat your own information of similar sensitivity, but never with less than reasonable care. The obligations in this section survive termination of the Certification Program Terms.
2.2. Showpad Sandbox. Showpad may make a limited number of copies of the standard Showpad software (the “Showpad Sandbox”) available to You for use under these Certification Program Terms. The Showpad Sandbox includes the then-current version of the Showpad platform. Showpad grants You a worldwide, revocable, royalty-free, non-exclusive, non-transferable, non-sublicensable, license to access, install, run and use the Showpad Sandbox, solely on your own computers, and solely for training and exam purposes in relation to the Certification Program. You understand and agree that Showpad may access, monitor, and evaluate Your use of the Showpad Sandbox, which includes any content or data you are uploading or processing in your Showpad Sandbox. Except for limited license rights granted in this paragraph, Showpad retains all its right, title and interest in Showpad Sandbox. Unless otherwise agreed in writing, You will not use Showpad Sandbox for any purposes other than as set forth in this Section. Except as expressly stated in this paragraph, use of Showpad Sandbox is governed by the then-current terms of the Showpad Master Subscription Agreement, which is available at www.showpad.com/msa. For the avoidance of doubt, these Certification Program Terms do not grant You any right to, and You will not, resell or distribute the Showpad Sandbox. You will use reasonable care to maintain the confidentiality of Your username, password, and other Showpad Sandbox or developer tools access credentials. You acknowledge that any information on the Showpad Sandbox or related to Showpad’s API is Showpad’s Confidential Information. At any time for any reason, Showpad may upon reasonable notice, revoke access to the Showpad Sandbox granted under these Certification Program Terms.
2.3. Showpad Developer Tools. Showpad may provide You access to Showpad’s developer tools. Your access to Showpad’s developer tools is subject to the developer terms located at www.showpad.com/developer-terms
3. Examination, Practical Exercises, and Certification
3.1. Exams and practical exercises. As part of the Program, You may be granted access to an exam and practical exercises for purposes of testing Your knowledge of a specific Showpad product or testing other skills and qualifying for the applicable Certification.
3.2. Certification. Upon successful completion of the exam, and subject to these Certification Program Terms, Showpad grants You a limited, personal, non-exclusive, non-transferable, non-sublicensable, temporary (in accordance with the Certification Program Guide) and revocable license to use the applicable Credential and associated logo for the sole purpose of identifying and promoting Your status as a certified person You agree to accurately and truthfully communicate your status of certified person to third parties. You must strictly comply with Showpad’s trademark usage policies and branding guidelines communicated to You from time to time, including the use of proper notices and legends. Showpad may withdraw any approval of any use of its licensed trademarks at any time in its discretion. You acknowledge and agree that Showpad’s licensed trademarks are and will remain the sole and exclusive property of Showpad. You will not acquire any right, title, or interest in, to or associated with Showpad’s licensed trademarks other than the limited license granted in these Certification Program terms. All of the benefits and goodwill associated with Your use of Showpad’s licensed trademarks will inure entirely to Showpad. You understand that your Certification upon successful completion of the Exam is not in any way a warranty or guarantee of Your abilities with regards to the Showpad products and services in general, and any representations made to the contrary by You are strictly prohibited.
4. Term and Termination
4.1. Term. The Term of these Certification Program Terms begins on the date of Your acceptance of these terms and shall continue until terminated as provided in these terms.
4.2. Termination by Showpad. Showpad may terminate these Certification Program Terms with or without cause upon thirty (30) days written notice to You. Showpad may, at any time and in its sole discretion, terminate these Certification Program Terms and revoke your Certification if Showpad determines that You: 1) assisted, or used assistance from others in completing the exam; 2) circumvented, or attempted to circumvent Showpad’s Program procedures or security mechanisms; or 3) breached these Certification Program Terms.
4.3. Effect of Termination or Expiration. Upon termination, any rights granted to you under these Certification Program Terms, including Your rights to use the Certification, shall cease immediately. You will return to Showpad or destroy all materials containing or reflecting any of Showpad’s Confidential Information. You will be responsible for any Fees due to Showpad for activities completed prior to termination.
4.4. Survival. The termination or expiration of these Certification Program Terms will not affect any provisions of the Certification Program Terms which by their nature survive termination or expiration, including the provisions that deal with the following subject matters: definitions, payment obligations, confidentiality, term and termination, effect of termination, intellectual property, limitation of liability, and the “General Provisions” section in these Certification Program Terms.
5. Intellectual Property and Restrictions
5.1. Intellectual Property. Showpad retains ownership of its intellectual property rights and technology, including intellectual property rights in all upgrades and improvements thereto. No licenses or rights are granted by Showpad to You, other than as expressly provided for in these Certification Program Terms.
5.2. Feedback. You may provide feedback about Showpad’s products and services (e.g. technical support input, suggestions, or enhancement requests). Showpad may develop, modify, and improve its products and services based on Your feedback. You grant Showpad a royalty-free, fully paid, non-exclusive, perpetual, irrevocable, worldwide, transferable license to display, use, copy, modify, publish, perform, translate, create derivative works from, sublicense, distribute, and otherwise exploit such feedback without restriction.
5.3. Restrictions and Acceptable Use. Except as explicitly permitted under these Certification Program Terms, You must not do any of the following with Showpad’s products and services: (i) use in violation of any applicable law or regulation; (ii) use in a manner that would cause a material risk to the security or operations of Showpad; (iii) disassemble, decompile, or reverse engineer; (iv) redistribute, republish, sell, rent, lease, host, sub-license, or permit usage on a time-sharing basis as part of a hosted service or on behalf of any third party; (v) remove, obscure, or alter any proprietary notices; or (vi) circumvent, disable, or stress test any security or other technological features.
When uploading or processing content or data to your Showpad Sandbox you (or you on behalf of your organisation) acknowledge that this content or data (i) will be processed, reproduced, displayed, copied, transmitted, hosted, and otherwise used as instructed by you in your Showpad Sandbox; (ii) does not violate third-party intellectual property rights, applicable confidentiality provisions, or, applicable laws and regulations (including illegal, harmful, offensive, defamatory, misleading, obscene, or abusive material), and that you will take the necessary steps to identify and promptly remove any such uploaded content. No other party shall have any obligation to pre-screen, verify, refuse, move or delete any uploaded content, (iii) does not contain any personal data, or, in case it does, only incidentally contains personal data to which the Showpad privacy policy (www.showpad.com/privacy-policy) applies. In no way shall the uploaded content or data relate to so-called “sensitive” personal data or any personal data that would lead to an increased level of responsibility, or, the establishment of any data processor/service provider relationship with respect to the uploaded content, and (iv) You and/or your organization possesses all control, title and rights (including in and to the uploaded content) to live up to these requirements.
6. Fees, Payments & Taxes
6.1. Payments and Fees. If applicable, Fees and payment terms will be set forth in the Certification Program Guide. All invoices will only be delivered electronically.
6.2. Failure to Pay. If You fail to pay any amount due under the Certification Program Terms on the payment deadline, amounts due will begin to accrue interest at a monthly rate equal to the lesser of 1% per month or the maximum rate permitted by applicable law until the date the overdue amount plus applicable interest is paid in full.
6.3. Taxes. You are responsible for paying Taxes associated with the Certification Program, if any.
7. Indemnification. You will defend at your expense, and pay any damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing) for third-party Claims against Showpad to the extent resulting from (i) a breach of these Certification Program Terms by You, or (ii) Your misappropriation of the third party’s patent, copyright, trademark, or other intellectual property right.
8. Disclaimers and Limitation of Liability
8.1. Warranty Disclaimer. Except as expressly set forth in these Certification Program Terms, Showpad does not make or give any other representations, warranties, conditions, or guarantees whatsoever regarding the these Program Terms, the subject matter of the these Certification Program Terms, or any related matter, and Showpad hereby disclaims all representations, warranties, conditions, and guarantees of every nature and kind whatsoever, express or implied by law, including any statute or regulation, or arising from custom or trade usage or by any course of dealing or course of performance, including without limitation any representations, warranties or conditions of merchantability, non-infringement or fitness for a particular purpose.
8.2. Disclaimer of Indirect Damages. To the extent permitted by law, Showpad will not, under any circumstances, be liable to You or to any third party for indirect, consequential, incidental, special, or exemplary damages, or for lost profits or loss of business arising out of or related to the these Certification Program Terms, even if Showpad is apprised of the likelihood of such damages occurring.
8.3. Cap on Liability. To the extent permitted by law, under no circumstances will Showpad’s total liability of all kinds arising out of or related to these Certification Program Terms, regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the Fees paid by You in relation to the Certification Program.
9. General Provisions
9.1. No Franchise or Joint Venture. The Parties to these Certification Program Terms are independent contractors and nothing in these Certification Program Terms shall be deemed or constructed as creating a joint venture, agency relationship, or franchise between Showpad and You. You will not, by virtue of these Certification Program Terms, have any right, power, or authority to act or create an obligation, express or implied, on behalf of Showpad.
9.2. Notices. Any notice given under these Certification Program Terms must be in writing and delivered by email to the following addresses (or alternative addresses provided in writing by each Party): Legal.Notifications@Showpad.com (to Showpad); the primary email address provided in relation to the Certification Program (to You). All notices will be deemed to have been delivered the second business day after sending by email.
9.3. Non-Solicitation. During the term of these Certification Program Terms, You shall not, directly or indirectly, solicit for employment or engagement as a contractor any Showpad employees or contractors.
9.4. False and Misleading Statements. You will not make any false, misleading, unfavorable, or disparaging statements regarding the Showpad Certification Programs, or the capabilities, features, functions, or performance of Showpad’s products, employees, and services.
9.5. Waiver, Modification. No failure or delay by Showpad in exercising any right under these Certification Program Terms will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies. Showpad reserves the right to modify these Certification Program Terms at its sole discretion.
9.6. Severability. If any provision of these Certification Program Terms is held by a court of competent jurisdiction to be illegal, unenforceable, or invalid, the provision may be interpreted by the court so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining portions of these Certification Program Terms will remain in full force and effect.
9.7. Independent Allocations of Risk. Each provision of these Certification Program Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of these Certification Program Terms between the Parties. This allocation is reflected in the pricing offered by Showpad to You and is an essential element of the basis of the bargain between the Parties.
9.8. Assignment. You may not assign any of your rights or obligations under these Certification Program Terms without the prior written consent of Showpad. Notwithstanding the foregoing, Showpad may assign these Certification Program Terms in its entirety (including all rights and obligations) without your consent to an Affiliate, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section will be null and void. Subject to the foregoing, these Certification Program Terms will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
9.9. Force Majeure. Neither Party will be liable for, or be considered to be in breach of these Certification Program Terms on account of any delay or failure to perform as required by these Certification Program Terms as a result of any unforeseeable or exceptional situation beyond its reasonable control, so long as the non-performing Party (i) did not cause such situation by its own negligent acts or omissions, and (ii) exercised all due diligence and used commercially reasonable efforts to avoid such situation and mitigate the impact.
9.10. Financial Responsibility. Except as expressly set forth in this Agreement, each Party is responsible for its own expenses in connection with the performance of this Agreement and will not be entitled to reimbursement of any such expenses.
9.11. No Third-Party Beneficiaries. There are no third-party beneficiaries to these Certification Program Terms.
9.12. Entire Agreement. These Certification Program Terms contain the entire understanding of the Parties relating to the subject matter and supersedes all earlier agreements, understandings, proposals, discussions, negotiations, representations and warranties, both written and oral, regarding the subject matter.
9.13. Governing Law, Venue, and Disputes. These Certification Program Terms are governed by and construed under the laws of Belgium (for Agreements with Showpad NV) or the laws the state of Illinois (for Agreements with Showpad Inc.), without regard to any conflict of law rules or principles, and excluding the application of the United Nations Convention on Contracts for the International Sale of Goods. The Parties irrevocably submit to the exclusive jurisdiction of the courts of competent jurisdiction in Ghent, Belgium (for Agreements with Showpad NV) or Cook County, IL (for Agreements with Showpad Inc.). Parties will first try to settle any dispute between them amicably in good-faith negotiations prior to seeking enforcement from a court.
9.14. General. Where relevant, a reference in these Certification Program Terms to Showpad should be construed as equally including a reference to Showpad’s Affiliates. Any obligation in these Certification Program Terms not to do something includes an obligation not to support or allow that thing to be done.
10. Definitions
10.1. “Affiliate(s)” means, for a Party, any other entity that controls, is controlled by, or under common control with, the Party. For the purposes of this definition, the term “control” means the direct or indirect power to direct the affairs of an entity through at least 50% of the shares, voting rights, participation, or economic interest in such entity.
10.2. “Certification” means any Showpad certification or designation that is obtained via the Certification Program.
10.3. “Certification Program Guide” means written documentation about the respective Certification Program published by Showpad.
10.4. “Certification Program Terms” means these terms along with, if applicable, any addenda, including all exhibits and amendments which are properly executed and attached or incorporated by reference.
10.5. “Claim” means a claim, demand, action, or legal proceeding filed against Showpad.
10.6. “Confidential Information” means non-public or proprietary information about Showpad’s business (including copies, summaries, and extracts) which is (i) disclosed in tangible form and is identified in writing as confidential at the time of disclosure, (ii) disclosed in non-tangible form that is unambiguously identified as confidential at the time of disclosure, and (iii) disclosed in such a manner, or of such a nature, that a reasonable person under the same circumstances would clearly understand the information to be confidential. Confidential Information does not include information that (i) is or becomes generally publicly available through no fault of the receiving Party, (ii) was known to the receiving Party, free of any confidentiality obligations, before its disclosure by the disclosing Party, (iii) becomes known to the receiving Party, free of any confidentiality obligations, from a source other than the disclosing Party, or (iv) is independently developed by the receiving Party without use of or reference to the Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession.
10.7. “Fees” means, if applicable, the fees payable by You under these Certification Program Terms.
10.8. “Party” means Showpad or You, as applicable.
10.9. “Showpad” means one or both of the following: (i) If You are in the North America, South America, Australia, or New Zealand – Showpad, Inc. located in Chicago, IL, US; (ii) If You are anywhere else in the world – Showpad NV located in Ghent, Belgium.
10.10. “Taxes” means any local, state, provincial, federal, or foreign taxes (e.g., value-added, sales, or use taxes), or fees, duties, or other governmental charges resulting from these Certification Program Terms.
10.11. “Term” means the period of time during which these Certification Program Terms are in effect.