CERTIFIED SCRUMMASTER AGREEMENT
THIS
CERTIFIED SCRUMMASTER AGREEMENT (“Agreement”) is entered into by and between Scrum
Alliance, Inc., a Colorado nonprofit corporation (the “Alliance,” “Scrum
Alliance,” “We,” “Us” or “Our”), and you, an individual certified under the
Alliance’s Certified ScrumMaster® certification (“You,” “Your” or
“Yourself”). By clicking on the button
“I Accept,” You indicate that You acknowledge and accept this Agreement governing
Your Certified ScrumMaster certification and Your ability to promote Your
Certified ScrumMaster status.
Scrum Alliance has granted You a Certified ScrumMaster
certification in accordance with Our standards, indicating that You have
accomplished a predefined set of goals and have the requisite knowledge and abilities
to perform scrum-related activities. This Agreement describes the terms and
conditions under which We grant You the right to promote Yourself as having Certified
ScrumMaster status.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained herein, the Parties, intending to be legally
bound, agree as follows:
1. CERTIFICATION MARKS LICENSE.
1.1
Grant of Marks
License; Term. We hereby grant
You a non-exclusive, non-transferable, non-sublicenseable worldwide personal
license to our rights in the Marks (Certified ScrumMaster and associated logos
described in Appendix A) to use, reproduce and publicly display the Marks only in
connection with Your Scrum-related services and Your promotion of Your status
as a Certified ScrumMaster. You may use
the Marks on promotional displays and in advertising materials (“Materials”) in
accordance with the guidelines in Appendix A. This license is exclusive to You and does not
grant any rights to Your “Affiliates” (Your company (i.e., a legal entity owned
by You), agents, or representatives) or any third party with which You may work
or perform services to use the Marks independent from You. This license continues for so long as (i) You
comply with this Agreement and (ii) maintain Your Certification as set forth on
the “SA Site(s)” (Our primary website, http:// www.scrumalliance.org, and any
other websites We own or control) (the “Term”).
1.2
Marks Ownership. You
acknowledge and agree that the Marks are Our valuable property, and We are the
exclusive owner of all right, title and interest in and to the Marks. Any and all past, present or future goodwill
arising from Your use of the Marks will inure solely and exclusively to Our
benefit, and You will not be compensated for the value, if any, that You contribute
to the goodwill of the Marks. You have
no ownership rights in the Marks and agree not to represent in any manner that
You have acquired any ownership rights in the Marks.
1.3
Prior Approval of
Materials. Upon Our request, You will
submit to Us, for Our prior written approval, samples of all Material(s) in
which the Mark(s) are being used. Our
approval pursuant to this Section may be based solely upon Our standards and
may be withheld in Our sole and absolute discretion. You will not use the Mark(s) in any manner
that would reflect adversely on the image or quality symbolized by the Mark(s).
1.4
No Confusing Use
or Registrations. You agree not to use
or file for registration of any “Trade Names” (trademark, collective mark,
service mark, certification mark, and/or trade name, in any class and in any
country) that, in Our sole opinion, is the same as, similar to, or likely to
cause confusion with the Marks. Upon Our
request, You must disclose: (a) all Trade Names used by You or Your Affiliates
that contain any of the Marks; and (b) any domain names used by You or Your
Affiliates in providing scrum-related services. Upon Our request You will promptly notify Us
of any Trade Names that You file or begin to use at any time during the Term.
1.5
No Confusing Domain
Names or Keywords. You agree not to
register or to use any Internet domain name, sponsored link/ad keyword or any
other keyword search term that, in Our sole opinion, is: (a)
confusingly similar to any of the Marks or the domain name of any SA Site(s),
or (b) implies any form of affiliation with Us. If You already have registered existing domain
names that are in violation of this Section, You may be required to transfer
such domain names to Us as a condition of entering into this Agreement. We will pay the reasonable administrative
costs of any such transfers, which will not include any payments to You for
goodwill associated with such domain names.
1.6 Program Procedures and Reporting Infringement. You agree to provide truthful and accurate information
to Us with regard to Your application, recertification documentation or any
communication provided by You to Us. You agree to abide by any Scrum Alliance
Code of Ethics (“Code”) adopted by Us from time to time, which will be posted
on the SA Site(s), noticed to You, and incorporated herein by reference. You understand that any failure to provide
true, timely and complete responses to questions in Your application or
recertification application may lead to termination of this Agreement by Us in
accordance with Section 2 below. Should
You become aware of any possible violations of the terms of this Agreement or
the Code by You or any third party, whether or not they have applied for
certification by Us, You agree to promptly notify Us of such potential
violation.
2.
Termination.
2.1
Termination Rights. You may terminate this Agreement at any time
by providing Us with written notice. You
will not be entitled to any full or prorated refund of Your Fee. If We revoke Your CSM® Certification, then Your
rights under this Agreement will immediately terminate and You will not be
entitled to any full or prorated refund of Your Fee. If You or an Affiliate commit fraud or other wrongful
acts, or otherwise engage in conduct that We believe materially impairs the goodwill
associated with the Marks or the Scrum Alliance, if You violate a provision of
the Code, or if You breach the Confidentiality provisions of this Agreement, We
have the right to terminate this Agreement immediately upon written notice to
You. If You commit some other material
breach of this Agreement, We have the right to terminate this Agreement by
notifying You in writing and giving You thirty (30) days to cure the
breach. If You do not so cure the
breach, this Agreement will terminate automatically.
2.2
Effect of
Termination. Upon termination, all rights We grant to You under this
Agreement immediately and automatically terminate and You must immediately stop
all display, advertising, and other use of the Marks in any and all
manner.
2.3
Survival.
The following provisions will survive termination or expiration (the
“End Date”) of this Agreement for any reason: Sections 1.2 (Marks Ownership), 1.4
(No Confusing Use or Registration), 1.5 (No Confusing Domain Names or Keywords),
2.2 (Effect of Termination), 2.3 (Survival), Section 3 (Confidentiality), Section
4 (Indemnification), and Section 5 (General).
The termination or expiration of this Agreement will not affect Your or
Our accrued rights or liabilities.
3. CONFIDENTIALITY.
3.1
Confidential
Information. You acknowledge that all information relating to Our
business and operations which You learn during or prior to the Term, including,
but not limited to, all content requirements and certification testing
processes including the content of certification exams such as questions,
answers, worksheets, diagrams or any communication, verbal or written, related
to the exam (“Confidential Information”), is valuable property of Ours and is
considered confidential and proprietary. You will, and will cause Your Affiliates to,
keep secret and maintain in strict confidence the Confidential
Information. You will not, and will cause
Your Affiliates not to, disclose or make available any or all Confidential
Information to any person other than those, if any, who need to know such
Confidential Information in order to perform their obligations under this
Agreement. You agree to take all
reasonable measures to prevent any unauthorized disclosure, reproduction, or
use of the Confidential Information by You or any of Your Affiliates.
3.2
Exceptions. “Confidential Information” does not include
information that: (a) is in, or later
comes into, the public domain through no fault of Yours or Your Affiliates; or
(b) prior to Your receipt under this Agreement was property within Your legitimate
possession or, after Your receipt hereunder is lawfully received by You from a
third party having the right to disclose the information; or (c) is
independently developed by You through persons who have not had, either
directly or indirectly, access to or knowledge of such Confidential Information.
3.3
Procedures. If You must disclose Confidential Information
in order to comply with applicable law or if You become legally compelled to
disclose any Confidential Information, You will provide Us with prompt prior
written notice of any such disclosure and You will limit the disclosure to the
greatest extent possible. You will exercise
commercially reasonable efforts to obtain reliable assurance that confidential
treatment shall be accorded such Confidential Information.
4. Indemnification. You agree to indemnify and hold Us harmless against any
loss, liability, damage, cost or expense (including reasonable legal fees)
arising out of any claims or suits made by or against Us: (a) by reason of your
unauthorized activities or performance, or non-performance, under this
agreement; and/or (b) for any personal injury, product or service liability, or
other claim arising from the promotion and/or performance of the permitted
activities. We will notify You in writing
of any claim or proceeding brought against Us for which We seek indemnification
under this agreement. In the event of
any third party claim or proceeding brought against You on the basis of
infringement caused by your use of the mark in accordance with the terms of
this agreement, Scrum Alliance shall indemnify and hold You harmless against
any loss, liability, damage, reasonable cost or expense (including reasonable
legal fees) in connection with such claim or proceeding.
5. General provisions.
5.1
Governing Law. This Agreement and Your and Our rights and obligations shall be governed by, and
construed and enforced in accordance
with the laws of the State of Colorado, United States,
regardless of the choice of law rules of such state or any other jurisdiction. You and We irrevocably consent to the exclusive jurisdiction and venue of the federal and state
courts located in the city of Denver, State of Colorado, United States.
5.2
No Assignment. You may not
assign or transfer this Agreement or any rights hereunder to any person or
other entity, or substitute any other person or entity with respect to Your
rights or obligations hereunder. Any
such attempted assignment will be void and of no effect.
5.3
Independent
Contractors. You and We agree
that You are an independent contractor and that You have full control over Your
own tools and the methods utilized in Your Scrum-related services and all of
Your activities described or permitted herein. You are not required to work
exclusively for Scrum Alliance and We shall not instruct You as to how Your
activities shall be performed. You will not make any representation of an
employment relationship between You and Scrum Alliance and will not claim any
benefits provided by Scrum Alliance to its employees. You have no authority to
contract for or bind Scrum Alliance in any manner, except with prior written
consent of Scrum Alliance.
NO WITHHOLDING OR BENEFITS. YOU
EXPRESSLY AGREE THAT, AS AN INDEPENDENT CONTRACTOR, YOU ARE NOT ENTITLED TO ANY
EMPLOYEE BENEFITS FROM SCRUM ALLIANCE, INCLUDING BUT NOT LIMITED TO, ANY
EMPLOYER WITHHOLDINGS OR LIABILITY FOR TAXES; FICA; MEDICARE OR MEDICAID;
MEDICAL OR DISABILITY INSURANCE; VACATION OR LEAVE; PENSION; WORKERS’
COMPENSATION INSURANCE; OR UNEMPLOYMENT INSURANCE BENEFITS OR OTHER UNEMPLOYMENT
COMPENSATION (COLLECTIVELY “EMPLOYEE BENEFITS”). YOU ARE OBLIGATED TO PAY
FEDERAL AND STATE INCOME TAX ON ANY COMPENSATION, IF ANY, PAID THROUGH YOUR
ENGAGEMENT HEREUNDER.
5.4 Notices. All notices between You and Us must be in
writing, sent to the address appearing on the SA Site(s) or such other address
as You or We may designate from time to time by notice to the other. Notices that are sent or dispatched will be
deemed received by the addressee: (i) in the case of personal delivery, at the time
of such delivery; (ii) in the case of communication by registered post, on the
third business day after dispatch; (iii) in the case of overnight express
service, on the date on which the overnight carrier confirms receipt by
addressee; (iv) in the case of fax transmission, on the first business day
after dispatch; or (v) in
the case of electronic mail, on the date on which the electronic mail was sent
by the sender.
5.5 Certification Disputes. Any and all disputes relating to Your
application for the certification provided herein or the results of any
certification examination will be resolved solely and exclusively by means of Our
certification program policies and procedures, including this Agreement and Our
appeals process.
5.6 Changes
to Agreement. We reserve the
right at any time to modify, alter or update this Agreement or the standards
for certification in Our sole discretion. Notice of any new or revised terms will be
posted on the SA Site(s) for at least thirty (30) days after the change.
5.7 Entire
Agreement. This Agreement is the final,
complete and exclusive agreement between You and Us with respect to the subject
matter hereof and supersedes and merges all prior discussions between You and
Us.
Appendix A&x2014;Marks
and Guidelines for Utilization
The Marks
CERTIFIED SCRUMMASTER®
The Guidelines
These guidelines describe the proper usage requirements for
the above-listed word and design mark, any associated logos or composite marks
of Scrum Alliance, Inc. formed around that mark, and any digital versions of
the word, design, logo, and composite marks of Scrum Alliance, Inc. which may
be supplied to you, including through a digital certification, and as amended
by Scrum Alliance, Inc. periodically (the word mark and associated logos and
composites are collectively referred to as “the Marks”).
1. GUIDELINES
FOR PERMITTED USE. Scrum Alliance, Inc. allows those who pass
its certification testing and are in good standing to use the Certification
Mark in connection with providing their own scrum-related services to third
parties. You may use the Certification
Mark in materials, including in electronic and print advertisements and other
promotional materials, that You prepare to publicize Your status as a Certified
ScrumMaster®
professional. As such, the Certification
Mark is an adjective and should always be followed by a noun (e.g., “Certified
ScrumMaster®
certification or developer or professional”). Use of the Certification
Mark is
subject to the following formal requirements: (a) You must use the logo form of the Certification Mark,
if any, in the manner in which the Scrum Alliance provides it to You, wherever
possible; (b) If use of the logo is not possible, use of the word mark may be
used as follows: CERTIFIED SCRUMMASTER®
or Certified ScrumMaster®; (c) the Certification Mark must always be
presented with each word in initial capital letters or in all CAPITALS; (d) the
word “ScrumMaster” must always be written as one word; (e) the ®
notation (superscript, when available; otherwise, in parentheses) should always
be used with the written portion of the Certification Mark upon its first
occurrence in a writing.
2. PROPER
ATTRIBUTION. You
must include proper ownership attribution of the Certification Mark through a
footnote or similar legend: “Certified ScrumMaster® is a certification mark of Scrum Alliance, Inc. Any unauthorized use is strictly prohibited.”
3. PROHIBITED
USES. You may not use the Certification Mark in any way not
permitted by Scrum Alliance, including the following prohibited uses: (a) You
may not alter, cut apart or otherwise distort the Certification Mark in
perspective or appearance, such as varying the spelling, adding hyphens, making
the multiple words into one word, or single words into multiple words, or using
a possessive or plural form of any word in the Certification Mark; (b) You may
not combine the Certification Mark with, within or in conjunction with any
other material, words, phrases or designs, or a composite mark of other words
or designs; (c) You may not use the Certification Mark in a free-standing
manner with the article “the” or “a”; (d) You may not change the color,
configuration or proportion of any artwork; (e) You may not translate the
Certification Mark into other languages, even if You are using the
Certification Mark in countries outside of the United States; (f) the
Certification Mark may not be used as part of or incorporated in the name of
Your business, Your URL, Your sponsored link/ad keyword or any other key word
search term (e.g., You cannot
register, without Scrum Alliance approval, a domain name such as <www.certifiedscrummasterpro.eu> or the like);
(g) the Certification Mark may not be used on promotional items, such as
t-shirts, coffee mugs, or similar merchandise; and (h) The Certification Mark
may not be used in a way that it appears to be merely part of Your title or
degree; it must always be used, at a minimum, as a mark in connection with the
advertising or promotion services You provide.
Notwithstanding the foregoing, Scrum Alliance, Inc. periodically
develops composite logo designs around its certification marks and may, at its
sole discretion, make them available under the terms of this Agreement from
time to time.