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Training and Certification Program Candidate Agreement

Vertex, Inc. Training and Certification Program Candidate Agreement (the “Agreement”)
 
2014-01-31 1 Confidential 

THIS AGREEMENT GOVERNS THE APPLICANT/VERTEX CERTIFIED PROFESSIONAL’S ACCESS TO AND USE OF VERTEX’S FORMALLY DOCUMENTED PROGRAM UNDER WHICH INDIVIDUALS RECEIVE TRAINING AND/OR TAKE EXAMINATIONS TO DEMONSTRATE COMPETENCE RELATING TO ONE OR MORE VERTEX PRODUCTS OR SOLUTIONS. YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS. VERTEX WILL ONLY ALLOW YOUR PARTICIPATION IN THE PROGRAM IF YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. VERTEX MAY CHANGE THE TERMS OF THIS AGREEMENT FROM TIME TO TIME. BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING SUCH MODIFICATIONS, THE APPLICANT/VERTEX CERTIFIED PROFESSIONAL AGREES TO BE BOUND BY SUCH MODIFICATIONS TO THIS AGREEMENT. 

 1. Purpose. 
 Vertex, Inc. (“Vertex”) is in the business of, among other things, manufacturing, distributing, licensing, and promoting computer software products. Vertex has established a formally documented program under which individuals may receive training and/or take examinations to demonstrate competence relating to one or more Vertex products or solutions. Requisite training and successful completion of the applicable examination(s) to obtain the certification credential related to a specific Vertex product or solution are hereafter referred to as the “Certification Requirements” with respect to that certification credential. Individuals who successfully complete the initial Certification Requirements with respect to the certification credential for a specific Vertex product or solution will be eligible to become a Vertex Certified Professional (as defined below) with respect to that product or solution. Each Vertex Certified Professional is allowed to use the Vertex Marks specified for the certification credential that relates to the Certification Requirements which such individual has completed for so long as the individual continues to be eligible to remain a Vertex Certified Professional pursuant hereto with respect to that certification credential. Individuals may complete one or more training and examination programs and obtain one or more of Vertex certification credentials. 

 2. Definitions. 
 
2.1 “Applicant” means an individual who, in consideration for being allowed to register for and take one or more training programs and certification examinations offered by Vertex, pays the applicable fees for any such training program and/or certification examinations and agrees to the terms of this Agreement. 

2. 2 “Marks” means the service marks and logos specified for the certification credential for a specified Vertex product or solution. Other Vertex marks, including the Vertex corporate logo, are specifically excluded from this Agreement. 

2.3 “Vertex Certified Professional” means an Applicant who has successfully completed the initial Certification Requirements with respect to the certification credential for a specified Vertex product or solution, maintains the certification by meeting any additional requirements for re-certification established by Vertex (“Continuing Certification Requirements”) and otherwise meets the standards of conduct set forth herein as determined by Vertex, and is granted, pursuant to this Agreement, rights to use specified Marks. 

 3. Access to Training and Examination Materials; Nondisclosure. 

 3.1 Access to Training and Examination Materials. 
Acceptance of the Applicant’s request to participate in the formally documented training program and/or related examination for the applicable certification credential is entirely at the discretion of Vertex. As part of the formally documented program under which individuals may receive training and/or take examinations under this Agreement, Vertex, in its sole discretion, may make available specified products to Applicant for access through Vertex’s sandbox environment as well as other online program materials. The sandbox environment will be hosted by Vertex and accessible remotely by Applicant. Access to the sandbox environment, if any, is provided “as is” and without warranty. Vertex makes no representations or warranties with respect to the sandbox environment or the accessibility, availability, completeness or responsiveness of the sandbox environment. The products accessible to Applicant through Vertex’s sandbox environment shall be subject to all applicable terms and conditions of this Agreement. Access to Vertex’ sandbox environment and any other online program materials will end upon completion of training and/or the related examination for the applicable certification, as the case may be. 

3.2 Nondisclosure. 
Applicant/Vertex Certified Professional shall not disclose to any third party or use for any purpose other than as specified herein any information concerning (a) any certification program or examination of Vertex, including, but not limited to, questions, form of questions, or answers; (b) any training program materials; or (c) information of a proprietary and confidential nature relating to the business of Vertex, its current products, solutions and plans or its future products, solutions and plans. Any breach, threatened or actual, by Applicant/Vertex Certified Professional of this Section related to nondisclosure and nonuse will cause irreparable injury to Vertex and monetary damages would not be an adequate remedy. The Applicant/Vertex Certified Professional therefore agrees that Vertex shall be entitled, in additional to any other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any such breach, threatened or actual. The foregoing obligations of nondisclosure and nonuse are binding on Applicant/Vertex Certified Professional until such time, if ever, as any such specific information covered by these obligations is made generally available to the public. The foregoing obligations of nondisclosure and nonuse shall survive termination or expiration of this Agreement or any or all Vertex certification programs for any reason whatsoever.  

4. Certification. 
 
Upon successful completion of the Certification Requirements, Applicant is eligible to become a Vertex Certified Professional subject to Vertex completing its review of the other conditions related to the awarding of certification credentials under this Agreement. Vertex will notify the Applicant in writing whether he/she has achieved certification status. Applicant’s achieving and maintaining a certification credential is based on Vertex’s determination that Applicant is in compliance with this Agreement and the corresponding Vertex trademark guidelines as they may be modified from time to time (the “Guidelines”), the terms of which are incorporated herein by reference. Applicant acknowledges that Vertex has the right to change at any time the Certification Requirements for obtaining, or the Continuing Certification Requirements for maintaining, any certification credential and/or to discontinue any or all certification programs in Vertex’s sole discretion. Once certification is achieved and so long as Applicant otherwise continues to comply with this Agreement and the Guidelines, Applicant may maintain his/her Vertex Certified Professional certification by completing, within the time frame specified by Vertex, all Continuing Certification Requirements, if any, that correspond with his/her particular certification credential. Each Vertex Certified Professional is responsible for keeping informed of Vertex’s Continuing Certification Requirements and for maintaining his/her certification credential. If a Vertex Certified Professional does not complete the Continuing Certification Requirements within the time frame specified by Vertex, his/her certification for that credential will be revoked without further notice, and all rights granted pursuant to that certification (including the right to use the applicable Marks) will terminate. A Vertex Certified Professional may not transfer his/her certification status to any other individual; however, he/she may retain his/ her certification status notwithstanding his/her changing his/her employment status and/or beginning employment with a new organization; provided that such organization does not compete with Vertex. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, VERTEX HAS THE RIGHT IN ITS SOLE DISCRETION TO NOT GRANT, CONTINUE, OR RENEW AN INDIVIDUAL’S CERTIFICATION CREDENTIALS IF VERTEX REASONABLY DETERMINES THAT SUCH INDIVIDUAL’S CERTIFICATION OR USE OF THE CORRESPONDING MARKS WILL ADVERSELY AFFECT VERTEX. THIS RIGHT ON THE PART OF VERTEX APPLIES TO ANY AND ALL CERTIFICATIONS OBTAINED BY A VERTEX CERTIFIED PROFESSIONAL. 

 5. Grant and Consideration. 
 Upon achieving and maintaining status as a Vertex Certified Professional as set forth herein, Vertex grants to the Vertex Certified Professional a non-exclusive, personal and nontransferable license to use the Marks solely in connection with his/her provision of services corresponding to the certification credential the Vertex Certified Professional has achieved. He/She may use the Marks on such promotional, display, and advertising materials (such as a resume or business card) that may, in his/her reasonable judgment, promote the services corresponding to the Vertex Certified Professional’s certification credential and which are permitted by the terms of the Guidelines corresponding to the certification credential. All rights not expressly granted herein are reserved by Vertex. Applicant acknowledges and agrees that Vertex has sole ownership of the Marks and that nothing in this Agreement, in Applicant’s performance as a Vertex Certified Professional, or that might otherwise be implied by law, shall give Applicant/Vertex Certified Professional any right, title or interest in the Marks, other than the authorization specifically granted herein. Applicant/Vertex Certified Professional shall not use or reproduce the Marks in any manner whatsoever other than as described herein or in the Guidelines. Applicant/Vertex Certified professional shall not use or reproduce the Marks for any purposes that are not directly related to the Vertex Certified Professional’s provision of the services corresponding to his/her certification credential.  

6. Term and Termination. 

 6.1 Term. 

This Agreement will commence immediately upon Vertex’s acceptance of Applicant’s training or examination registration, as the case may be, pursuant to the terms and conditions of this Agreement. This Agreement will remain in effect until such time as a party hereto terminates the Agreement as set forth herein. If a Vertex Certified Professional upgrades his/her status to include any additional certification credentials, the provisions of this Agreement specific to those new certification credentials including the Guidelines will also apply to such Vertex Certified Professional. 

6.2 Termination by Either Party. 
Either party may terminate this Agreement without cause by giving thirty (30) days prior written notice to the other party. 

6.3 Termination for Cause by Vertex. 
Without prejudice to any other rights it may have under this Agreement or in law, equity, or otherwise, Vertex may terminate this Agreement upon the occurrence of any one or more of the following events (“Default”): (i) if Applicant/Vertex Certified Professional fails to comply with any terms of this Agreement including, but not limited to, the failure to comply with Continuing Certification Requirements; (ii) if any government agency or court finds that any services, as provided by an Applicant/Vertex Certified Professional, are defective or improper in any way, manner or form; (iii) if actual or potential adverse publicity or other information, emanating from a third party or parties, about Applicant/Vertex Certified Professional, the services provided by Applicant/Vertex Certified Professional, or the use of the Marks by Vertex Certified Professional causes Vertex, in its sole judgment, to believe that Vertex’s reputation will be adversely affected; (iv) if Applicant/Vertex Certified Professional violates the nondisclosure obligations in this Agreement; or (v) if Applicant fails to meet the initial Certification Requirements. In the event of a Default, Vertex will give Applicant/Vertex Certified Professional written notice of termination of this Agreement. In the event of a Default under (ii), (iii), (iv) or (v) above, Vertex may immediately terminate this Agreement with no period for correction and without further notice. In the event of a Default under (i) above, or, at Vertex’s option under (ii) or (iii) above, Applicant/Vertex Certified Professional may be given up to thirty (30) days from receipt of notice in which to correct any such Default. If Applicant/Vertex Certified Professional fails to correct the Default accordingly, this Agreement will automatically terminate on the last day of the period specified in the notice. 

6.4 Effect of Termination. 
Upon termination of this Agreement for any reason, the Vertex Certified Professional will immediately (i) cease all display, advertising, and other use of the Marks and destroy any collateral containing such Marks that has otherwise been used by him/her for such purposes and (ii) cease all representations of current certification credentials. Upon termination, all rights granted under this Agreement will immediately and automatically revert to Vertex. The provisions regarding Vertex’s proprietary rights, nondisclosure, indemnity, disclaimers of warranty, limitation of liability and governing law will survive the termination of this Agreement for any reason.  

7. Conduct of Business. 
 The Vertex Certified Professional shall (i) exercise his/her independent business judgment in rendering services to his/her customers; (ii) refrain from deceptive, misleading, or unethical practices which are or might be detrimental to Vertex or its products or solutions; and (iii) refrain from making any representations, warranties, or guarantees to customers on behalf of Vertex. Without limiting the foregoing, Applicant/Vertex Certified Professional shall not, under any circumstances, misrepresent his/her certification status or his/her level of skill and knowledge related thereto. In no event may Applicant/Vertex Certified Professional enter into any third party agreements which would in any manner whatsoever affect the rights of, or bind, Vertex in any manner, without the prior written consent of Vertex. 

8. Indemnification by Applicant/Vertex Certified Professional. 
 Applicant/Vertex Certified Professional agrees to indemnify and hold Vertex harmless against any loss, liability, damage, cost or expense (including reasonable legal fees) arising out of any claims or suits made against Vertex (i) by reason of his/her performance or non-performance under this Agreement; (ii) arising out of his/her use of the Marks in any manner whatsoever except in the form expressly licensed under this Agreement; (iii) for any personal injury, product liability, or other claim arising from the promotion and/or provision of any products or services by him/her; or (iv) with respect to his/her breach of any other terms or conditions under this Agreement or the Guidelines. In the event Vertex seeks indemnification under this Section, Vertex will notify Applicant/Vertex Certified Professional in writing of any claim or proceeding brought against it for which it seeks indemnification under this Agreement. This Section shall survive termination or expiration of this Agreement and any or all Vertex certification programs for any reason. 

 9. Disclaimer of Warranties; Limitation of Liabilities. 
 Vertex makes no representations or warranties of any kind, express, implied or statutory, related to or arising in any way out of any examination, training or certification program provided under this Agreement. VERTEX SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF ANY THIRD PARTY RIGHTS. In no event shall Vertex be liable for indirect, consequential, or incidental damages (including damages for loss of profits, revenue, data, or use) arising out of this Agreement, any examination, training or certification program, or incurred by any party, whether in an action in contract or tort, even if Vertex has been advised of the possibility of such damages. Vertex’s liability for damages relating to any examination, training or certification program, or this Agreement shall in no event exceed the amount of application fees actually paid to Vertex by Applicant for the examination, training or certification program concerned. Some jurisdictions do not allow limitations of the liability, so certain of these limitations may not apply; however, they apply to the greatest extent permitted by law in such jurisdiction. Applicant/Vertex Certified Professional acknowledges and agrees that Vertex has made no representation, warranty, or guarantee as to the benefits, if any, to be received by Applicant/Vertex Certified Professional from third parties as a result of receiving any certification credential hereunder. This Section shall survive termination or expiration of this Agreement and any or all Vertex training or certification programs for any reason.  

10. Limitations on Repetition of Examinations. 
 Applicant may attempt each examination with respect to a specified certification credential up to three (3) times. If Applicant fails to successfully complete the examination on the third attempt, Vertex shall have the right to terminate this Agreement immediately without further notice. No refunds will be provided with respect to any failed examinations and any related training. 

 11. Directory. 
 Acceptance of this Agreement signifies Applicant's permission if Applicant obtains Vertex Certified Professional status for Vertex to list Applicant's name, city, state and country of residence, and certification credential(s) in its directory of Vertex Certified Professionals, which may be published online or by other means. In addition, upon becoming a Vertex Certified Professional, Applicant may also choose to release additional details, including company name, website, email, and phone number, by supplying Vertex with written notice. He/She may withdraw either of these permissions at any time by supplying Vertex with written notice.  

12. General Provisions. 
 Pennsylvania law, excluding choice of law provisions, and the laws of the United States of America govern this Agreement. Failure to require compliance with a part of this Agreement does not constitute a waiver thereof. If a court of competent jurisdiction finds any part of this Agreement unenforceable, that part shall be excluded, but the rest of this Agreement shall remain in full force and effect. Any attempt by Applicant/Vertex Certified Professional to transfer or assign this Agreement or any rights hereunder shall be void. Applicant/Vertex Certified Professional acknowledges and agrees that he/she and Vertex are independent contractors and that he/she will not represent himself/herself as an agent or legal representative of Vertex. This Agreement and all documents incorporated herein Vertex, Inc. Training and Certification Program Candidate Agreement (the “Agreement”)