This Certification Program Agreement (“Agreement”) is an agreement between you (“you” or “your”) and Puppet, Inc. (“Puppet”). This Agreement applies to your participation in the Puppet Certification Program as well as to any Puppet Certifications you have already obtained.
By obtaining a Certification, you are accepting the current version of this Agreement, which incorporates by this reference the Policies and other applicable rules that Puppet publishes on the Certification Website. You must continue to comply with this Agreement (including the Policies and the rules) in order to maintain your Certification.
DEFINITIONS
“Certification” means a designation offered by Puppet under this Agreement that you may attain by passing the requisite Exam and complying with all Policies. The current list of available Certifications is located at the Certification Website.
“Certification Website” is the following website: https://puppet.com/learning-training/certification/.
“Exam” means the designated examination(s) that you must pass to attain a Certification.
“Policies” means the guidelines, requirements and other provisions required by Puppet for a Certification, including the provisions of this Agreement. A current version of the Policies is listed on the Certification Website.
CERTIFICATION REQUIREMENTS
To obtain and maintain a Certification, you must: (a) successfully pass all required Exams; (b) agree to this Agreement; and (c) comply with the Policies.
In addition, as a condition of your Certification, you will conduct your business and provide your services in a manner that (i) does not in any way harm the reputation of Puppet; (ii) avoids deceptive, misleading, or unethical practices; (iii) avoids making any representations, warranties, or guarantees to customers on behalf of Puppet for Puppet technologies or otherwise; (iv) complies with all applicable U.S. export regulations and other applicable governmental laws and regulations; and (v) complies with copyright and other intellectual property and proprietary rights protections for Puppet software.
YOUR CERTIFICATION DOES NOT GIVE YOU THE AUTHORITY TO MAKE ANY STATEMENT, REPRESENTATION, WARRANTY, OR AGREEMENT ON BEHALF OF PUPPET. A Certification shows that you have successfully passed the requisite Exam, but does not give you any authority to advertise, promote, or suggest in any manner that your services are provided, sponsored, or supported by Puppet, or that you are employed by, affiliated with, or sponsored by Puppet.
EXAMS
The content of any Exams (including your answers) is the confidential information of Puppet and is protected by trade secret law and by the Confidentiality Terms you were required to accept in order to take the Exam. You may not disclose the Exam content to any other person, whether verbally or in writing, directly or indirectly (such as through posting anonymously on a forum, in comments, via email, or any other medium). Puppet reserves the right to immediately cancel your Certifications should it discover that you have violated this section, and may further ban you from attaining any further Certifications.
USE OF CERTIFICATION NAMES AND LOGOS
While you hold a valid Certification, Puppet hereby grants you a license to use any names or logos that Puppet approves for that specific Certification, subject to any requirements and guidelines contained in the Policies. The current list of approved names and logos are located on the Certification Website. Puppet reserves the right to change these names and logos, as well as the requirements and guidelines for their use, in its discretion and without notice to you. Please be sure to check the Policies regularly to ensure that you are up to date.
Puppet is not granting you any other right, title or interest in its intellectual property. You may not seek to obtain intellectual property rights (including by means of registration with any government) in any of the names or logos, nor in any brand that is substantially similar to them. You will not take any action that may interfere with or diminish the rights of Puppet in the names or logos. You acknowledge Puppet’s sole ownership of the names and logos, and any associated goodwill, and that Puppet retains all rights, title, and interest in and to the names and logos.
PRIVACY
Puppet collects certain information about you in order to operate and run its Certification programs. Puppet uses and protects that information as described in the Puppet Privacy Policy, located at https://puppet.com/legal/privacy-policy/. You also agree that the Puppet Certifications you have earned and your Program activities will be tracked and associated with your personal information.
CHANGES
Puppet reserves the right to discontinue any Certification, or to change any of the Policies, at any time. Puppet will notify you of changes by posting them on the Certification Website. You are responsible for checking the Certification Website regularly for changes. Changes are effective on the date the changes are posted. You agree to comply with the most current version of this Agreement, the Policies, and any other applicable requirements.
NO WARRANTIES
PUPPET DOES NOT GUARANTEE YOUR SATISFACTION WITH, AND MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING, ANY CERTIFICATION OR THE BENEFITS THAT IT MAY PROVIDE YOU. PUPPET HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS THAT MIGHT OTHERWISE BE IMPLIED BY LAW.
LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PUPPET, ITS AFFILIATES, AND THEIR RESPECTIVE SUCCESSORS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE CERTIFICATIONS, FAILURE TO ACHIEVE A CERTIFICATION, OR USE OF OR INABILITY TO USE THE NAMES OR LOGOS OR ANY OTHER BENEFIT OF CERTIFICATION. 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. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT PUPPET AND ITS AFFILIATES 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 ANY CERTIFICATION.
INDEMNIFICATION
You agree to defend, indemnify, and hold harmless Puppet, its affiliates and their respective successors, directors, officers, employees, and agents from and against any and all third-party claims, demands, costs, liabilities, judgments, losses, expenses, and damages (including attorneys’ fees) arising out of, in connection with, or related to (a) your work with any Puppet software; (b) your use of any Certification or approved name or logo in a manner which is in any way inconsistent with the terms of this Agreement; or (c) the performance, promotion, sale, or distribution of your services related to a Certification. In the event Puppet seeks indemnification from you under this provision, Puppet will promptly notify you in writing of the claim(s) brought against Puppet for which it seeks indemnification. Puppet 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 Puppet upon demand for any expenses reasonably incurred by Puppet in defending such a claim, including, without limitation, attorney’s fees and costs, as well as any judgment on or settlement of the claim in respect to which the foregoing relates.
TERMINATION
- Termination Without Cause. Either party may terminate this Agreement at any time, without cause, on thirty (30) calendar day’s prior written notice to the other party.
- Termination For Cause. Puppet may immediately terminate this Agreement upon written notice if: (a) you failed to comply with this Agreement or any Policy; (b) you engaged in misappropriation or unauthorized disclosure of any trade secret or confidential information of Puppet; or (c) you engaged in any other activities prohibited by law or that compromises the integrity of Puppet Certifications.
- Automatic Termination. This Agreement will automatically terminate if you lose your Certification or if Puppet cancels its Certification program.
- Effects of Termination. In all events of termination of this Agreement, all rights granted to you under this Agreement and the Policies are immediately terminated. You will immediately stop identifying itself as having a Certification, cease all use of any related names or logos, and destroy any associated materials that you have received as part of your Certification. The sections entitled “Definitions,” “No Warranties,” “Limitation of Liability,” “Indemnification,” and “Miscellaneous” survive termination of this Agreement.
MISCELLANEOUS
- Notices. All notices required by this Agreement to be sent to Puppet must be addressed to the following address (or such address that Puppet may designate on the Certification Website):
Puppet Certification Program
Perforce Software
400 First Avenue North #400
Minneapolis, MN 55401
All notices required or permitted by this Agreement will be sent to you at the most recent email address provided by you. It is your responsibility to keep your contact address (email) information with Puppet updated.
- Governing Law; Venue. The laws of the state of Oregon, U.S.A., govern this Agreement. The parties shall resolve any dispute that arises from or relates to this Agreement or any Certification exclusively in the federal or state courts located within Portland, Oregon, except that either party may seek injunctive relief to protect its intellectual property and confidentiality in any court of competent jurisdiction.
- Severability. If a court finds any provision of this Agreement to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect and such invalid or unenforceable provision shall be deleted.
- No Waiver. Any delay or failure by Puppet to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy.
- Assignment. You may not assign this Agreement or any part of it, or any Certification, to any other person or entity. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Any assignment in violation of this Section will be null and void.
- Independent Contractors. Puppet and you are independent contractors. This Agreement does not create an employer-employee relationship, partnership, joint venture, or agency relationship, and does not create a franchise. You may not make any representation, warranty, or promise on Puppet’s behalf.
- Attorneys’ fees. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorney’s fees, costs, and other expenses, including the costs and fees incurred on appeal or in a bankruptcy or similar action.
- Integration. This Agreement (including the Policies) is the entire agreement between you and Puppet with respect to the Certifications, and supersedes any previous communications, representations, understandings, and agreements, either oral or written.