CTP (Convergence Technologies
Professional)
EXAM AGREEMENT (“AGREEMENT”)
1. PURPOSE
The Telecommunications Industry
Association ("TIA") and Prosoft Learning Corporation ("Prosoft")
are in the business of selling, supporting, and/or endorsing education and
certification programs for Information and Communication Technology (ICT)
professionals. Many of TIA's and Prosoft's Programs are technically complex and
require competent pre- and post-sales support. TIA and Prosoft, together, have
created the following Program under which individuals may become certified: the
Convergence Technologies Professional (CTP) Certification Program. (Additional
Programs may be added, altered, deleted, substituted or otherwise changed from
time to time, and the inclusion here is not an agreement to continue to provide
or support such programs.)
2. DEFINITIONS
2.1 PROGRAM means any current or
future certification exam offered by TIA and Prosoft under this CTP
Certification Agreement ("Agreement").
2.2 MARKS include but are not
limited to the CTP marks and logos or any additional mark, which TIA and Prosoft,
from time to time, may offer.
2.3 LICENSED SERVICES means
selling, providing in any manner, administering, or offering pre- and
post-sales service and support of TIA's official courseware from ComputerPREP
(a division of Prosoft Learning) that corresponds with the Program or
Programs(s) successfully completed by the participant. If you have
successfully completed a CTP Certification exam, licensed services additionally
means administering the overall project of selling, servicing, and installing
any convergence technology solution. The CTP Program may include but is not
limited to third-party training, products and/or certifications,
aspects of which are beyond the control of TIA and Prosoft Learning.
2.4 CTP Authorized Training
Partner (CTP ATP) means any organization that has been approved by Prosoft as
an authorized training partner facility.
3. CERTIFICATION
Your Program certification is
based on successful completion of testing and adherence to the requirements in
the current or future Program as may be disclosed. TIA and Prosoft may change,
at any time, the requirements for obtaining or maintaining any Program
certification.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, TIA and PROSOFT
HAVE THE RIGHT NOT TO GRANT OR RENEW YOUR CERTIFICATION IF TIA or PROSOFT
REASONABLY DETERMINE IN GOOD FAITH THAT YOUR CERTIFICATION OR USE OF THE
CORRESPONDING MARKS WILL ADVERSELY AFFECT TIA OR PROSOFT. THIS AGREEMENT
APPLIES TO ANY AND ALL PROGRAMS THAT YOU COMPLETE.
4. USE OF LICENSE
Subject to the terms and
conditions of this Agreement, TIA and Prosoft grant to you a non-exclusive and
non-transferable license to use the marks relating to the Program certification
you have earned. You may use the marks on promotional displays and advertising
materials as may, in your judgment, promote the license. You may not use the
marks or claim to be certified in the Program unless you have completed the
Program certification requirements and have been notified by TIA or Prosoft in
writing that you have achieved certification status for that particular
Program. You agree to cease using the marks immediately upon notification by TIA
or Prosoft to do so.
5. TERM AND TERMINATION
5.1 Term. This Agreement is
effective when you agree to the electronic acknowledgment at the end of the
agreement. TIA's or Prosoft's obligation to perform, and your ability to use
the marks, and certification status will begin on the date you receive written
notice from Prosoft that you have met all the requirements necessary to receive
your specific Program certification. After you agree to this agreement, you
will be sent an electronic file copy of the agreement for your records.
5.2. This agreement does not
obligate TIA or Prosoft to comply or otherwise provide service until Prosoft
has notified you in writing that you have met all program requirements,
including accepting the terms of this Agreement. You must communicate your
acceptance by submitting an electronic form before you complete the Program
requirements.
5.3 Either party may terminate
this Agreement without cause for any or no reason by giving thirty (30) days'
or more prior written notice to the other party. The termination will not
relieve you from your obligations to TIA and Prosoft to protect it services,
marks, proprietary information, or for you to otherwise perform under this
agreement. Termination by TIA or Prosoft is without prejudice to any rights it
may have under this Agreement. In addition, TIA or Prosoft may cancel if you
fail to perform any of your obligations under this Agreement; and/or if you use
the marks without complying with the testing requirements under this agreement.
5.4 In the event of a default, TIA
or Prosoft will give you written notice of termination of this Agreement. TIA
and Prosoft may immediately terminate this Agreement.
5.5 Upon termination of this
Agreement for any reason, you must immediately stop using the marks. Upon
termination, all rights granted under this Agreement to you will cease,
including any rights to represent your former or current status within any TIA/Prosoft
certification program.
6. CONDUCT
You agree to conduct business in
a manner that reflects favorably at all times on the programs and reputation of
TIA and Prosoft. You agree to not misrepresent your certification status or
your level of skill and knowledge related thereto.
7. OWNERSHIP
No title to or ownership of the
marks or proprietary technology is licensed to you. TIA and Prosoft own and
retain all title and ownership of all intellectual property rights in their
respective products and marks.
8. GENERAL PROVISIONS
TIA and Prosoft retain all
rights not expressly conveyed to you by this Agreement. You agree that the
marks and goodwill associated with those marks exclusively inure to the benefit
of, and belong to, TIA and Prosoft. You have no rights of any kind whatsoever
with respect to the marks licensed under this Agreement except to the extent of
the license granted in this Agreement.
You agree not to file any new
trademark, collective mark, service mark, certification mark, domain name,
and/or trade name application(s), in any class or in any Country, for any
trademark, collective mark, service mark, certification mark, and/or trade name
that, in TIA's or Prosoft's opinion, is the same as, similar to, or that
contains, in whole or in part, any or all of TIA's or Prosoft's trade names,
trademarks, collective marks, service marks, and/or certification marks,
including, without limitation, the marks licensed under this agreement. This
section shall remain in effect after termination of the agreement. You agree to
assist TIA and Prosoft, to the extent reasonably necessary and at TIA's and Prosoft's
expense, to protect or to obtain protection for any of TIA's and Prosoft's
rights to the marks. In addition, if at any time TIA or Prosoft request that
you discontinue using the MARKS and/or substitute a new or different mark, YOU
will immediately cease use of the marks and cooperate fully with TIA and Prosoft
to ensure all legal obligations have been met with regards to use of the marks.
You agree to indemnify and hold TIA
and Prosoft harmless against any loss, liability, damage, cost or expense
(arising out of any claims or suits made against TIA or Prosoft) (i) by reason
of your performance or non-performance under this Agreement; (ii) arising out
of your use of the marks in any manner whatsoever except in the form expressly
licensed under this Agreement.
TIA and Prosoft reserve the
right to revise the terms of this Agreement from time to time. In the event of
a revision, your signing or otherwise manifesting assent to a new agreement may
be a condition of continued certification.
Governing Law and Venue
This Agreement will in all respects be governed by the laws of the United States and venue of any actions will be in the
courts of the State of Texas.
Non-Waiver
No waiver of any right or remedy on one occasion by either party will be deemed
a waiver of such right or remedy on any other occasion.
Assignment and Transfer
Neither this Agreement nor any of your rights or obligations arising under this
Agreement may be assigned or transferred. You may not transfer your program
certification to another person.
Independent Contractors
You acknowledge that you and TIA/Prosoft are independent contractors and you
agree that you will not represent yourself as an employee, agent, or legal
representative of TIA or Prosoft. In no event shall you have any right to make
any representation, warranty or promise on behalf of TIA or Prosoft.
NON-DISCLOSURE AGREEMENT
You specifically agree as part of this agreement to retain in confidence all
information and know-how transmitted to you by TIA and Prosoft. Said
information specifically includes but is not necessarily limited to certification
examination questions and materials provided by TIA and Prosoft which may not
be disclosed or discussed in any portion with others, or posted or published in
any forum or through any medium whatsoever or in any manner disclosed either
orally, through notes or transmitted electronically in any forum or in any way
whatsoever. You are also obligated to maintain the confidentiality
of information that you received in any manner from any another party that is
the confidential information of TIA and Prosoft, including certification
examination questions and materials. You must notify Prosoft of the receipt of
confidential information within 24 hours of receipt. The failure to fully
comply with these provisions shall be deemed to be a default of this agreement,
and may subject you to immediate termination of certification or any other
default provisions under this agreement. Nothing herein shall
prohibit TIA or Prosoft from seeking criminal sanctions for dissemination or
disclosure of its proprietary and/or confidential information. Your obligation
of confidentiality under this agreement shall survive the termination or
expiration of this agreement.
Modifications
Any modifications to the typewritten face of this Agreement will render it null
and void. This Agreement will not be supplemented or modified by any course of
dealing or usage of trade. Any modifications to this Agreement must be in
writing and signed by both parties.
Attorney Fees and Costs
You agree that if legal action is required by TIA or Prosoft to enforce
compliance with this agreement, you shall be responsible for all attorneys'
fees and costs necessary to enforce the agreement.
THERE IS NO WARRANTY OF MERCHANTIBILITY, NO WARRANTY OF FITNESS FOR
A PARTICULAR USE AND NO WARRANTY OF NON-INFRINGEMENT. THERE IS NO WARRANTY OF
ANY KIND, EXPRESS OR IMPLIED, REGARDING THE TRAINING, LICENSE, CERTIFICATION,
PROGRAM, MARKS, OR ANY INFORMATION PROVIDED BY TIA AND PROSOFT.