Terms and Conditions for BSA Verafirm Course

By registering for BSA | The Software Alliance’s course you agree to be bound by these Terms and Conditions, which shall take effect immediately upon your submitting the registration form. If you do not agree with these Terms and Conditions (including Section 22 regarding Dispute Resolution), do not proceed with registration for the course. Throughout the Terms and Conditions, BSA Business Software Alliance, Inc. d/b/a BSA | The Software Alliance is referred to as “BSA.”

1. Registration
To register for a BSA Verafirm course you must be over 18 years of age. When registering for the course, BSA requires you to provide certain information about yourself. In doing this, you agree to:
a. Provide true, accurate, current and complete information about yourself as prompted by the registration form; and
b. Inform BSA immediately of any changes to the information that you provided when registering by updating your personal details in order that BSA can communicate with you effectively.
Make sure to read BSA’s [Privacy Policy] for information on how your personal information is collected, used, shared, and otherwise processed.

2. Payment
Your Enrollment Fee is payable in the manner set forth on the registration page and according to the terms of your licensed reseller, and is non-refundable, subject to applicable law.

3. Term of Access to Course
Your access to the course shall be terminated upon the second anniversary of the date when you were granted access, unless otherwise terminated by BSA in accordance to these Terms and Conditions.

4. Ownership
You acknowledge and agree that BSA and its successors and permitted assigns are the sole and exclusive owner of all rights, title, interest and intellectual property rights in the course materials (the “Materials”), including, but not limited to all copyrights, trade secrets, trademarks, methods, processes, know-how, inventions and all modifications, updates, revisions and derivative works of the Materials, and that no rights in such intellectual property are assigned to you by BSA. Other than the limited license to use the Materials explicitly set forth in these Terms and Conditions, no interest or rights or licenses to the Materials are granted to you and no interest in or rights to the Materials shall inure in or accrue to you, whether by implication, estoppel or otherwise. You may not resell, redistribute, broadcast or transfer the Materials or use the Materials in a searchable, machine-readable database or file except through use by authorized access to the course site. You may not rent, lease, sublicense, distribute, transfer, copy, reproduce, publicly display, publish, adapt, modify, create derivative works, store or time-share the course site, any part thereof, or any of the Materials received or accessed therefrom to or through any other person or entity. All rights of whatever kind in the Materials that are not expressly granted hereunder are entirely and exclusively reserved to and by BSA and its successors and permitted assigns.

5. Use of BSA Verafirm Course Site and Materials
You may only make non-commercial uses of the course site and the Materials. You may access the course for your own personal educational use. In addition, you may download for educational purposes any Material for which a downloading option is offered. In no event may you alter or modify the Materials, including, without limitation, by adding any advertisement or other material or by interfering with the viewing of any Material. You may not use the course for benchmarking purposes, to build a competing product or service, or otherwise to reproduce or emulate any functionality or content made available by the course. You agree to retain all copyright and other notices on any Material you obtain from the Site for non- commercial use, in accordance with these Terms and Conditions.
Nothing in Section 4 above is intended to restrict you from making use of the BSA Verafirm course site and the Materials that, in the absence of permission granted under these Terms of and Conditions, would not infringe or violate BSA’s or any thirty party’s copyright, trademark, or other rights.
All rights in the BSA Verafirm course site and the Materials that are not expressly granted are reserved. You agree to use the BSA Verafirm course site and the Materials only in ways that comply with all applicable laws, as well as with these Terms and Conditions, and that do not infringe or violate anyone’s rights.

6. User Accounts
If you register, you agree to provide accurate and complete information when creating or updating your account. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You agree to notify BSA immediately of any unauthorized use of your account or other breach of security. You may not use another user’s account without BSA’s prior written permission. All accounts are non-transferable. BSA will terminate an account in appropriate circumstances if you are determined to have engaged in credential sharing. BSA also may terminate your account if you violate any provision of these Terms and Conditions or fail to comply with BSA’s requests concerning your account.
You are prohibited from sharing your username and/or password with any other person, and you are responsible for ensuring that you do not take any actions — or fail to take any actions — that could result in their unauthorized access and use of the BSA Verafirm course site or the Materials. If, at any time, you are issued a username and/or password or other positive identifiers of the user issued and authorized by BSA and you learn or suspect that such identifiers have been disclosed or otherwise made known to any person other than yourself, you agree to immediately change your password to prevent unauthorized access to your account.

7. User Linking
You may not use any of BSA’s proprietary logos, marks, or other distinctive graphics, video, or audio material in your links, without the BSA’s express written permission, which BSA may withhold in its sole discretion. You may not link in any manner reasonably likely to (i) imply affiliation with or endorsement or sponsorship by BSA; (ii) cause confusion, mistake, or deception; (iii) dilute BSA’s trademarks or service marks; or (iv) otherwise violate state or federal law.

8. Privacy and Consent to Share Certain Information
Please read our [Privacy Policy] for complete information on how BSA collects, uses, shares, and otherwise processes individually identifiable data collected through its public websites, mobile applications, and other online properties.

9. Copyright complaints
BSA respects the intellectual property rights of others. If you believe your copyright has been violated on the course site or the Materials, please notify BSA by email at info@samcertification.org.

10. Availability of Course Site and Materials
The BSA Verafirm course site and the Materials are generally available 24X7 but may be down during times of maintenance required for optimum system performance. BSA will make every effort to inform you of system downtime in advance, but this is not always possible.

11. Technology
BSA does not warrant that the provision of any content online will always be available or be uninterrupted, timely or error free, that defects will be corrected or that such content is secure or free from bugs, viruses, errors and omissions. It is the user’s responsibility to obtain and to maintain the proper hardware, software and internet access required to participate in the course published by BSA.

12. Monitoring
You acknowledge that BSA reserves the right to, and may from time to time, monitor any and all information transmitted or received through the course website. BSA, at its sole discretion and without further notice to you, may (but is not obligated to) review, censor or prohibit the transmission or receipt of any information which BSA deems inappropriate or that violates any of these Terms and Conditions. During monitoring, information may be examined, recorded, copied, and used by BSA for authorized purposes.

13. Links to Other Sites
The BSA Verafirm course site and the Materials may contain links to other websites. These links are provided solely as a convenience to you. BSA does not approve or endorse the content of linked third-party sites, and you agree that BSA will have no responsibility or liability in connection with your use of any linked third-party sites.

14. Changes and/or Cancellation by BSA
Where circumstances dictate, BSA reserves the right to alter courses without prior notice. BSA may suspend or cancel your registration immediately at BSA’s reasonable discretion or if you breach any of your obligations under these Terms and Conditions.

15. Grant of Professional Certification
You are eligible for the Professional certification issued by BSA associated with the course upon your having (i) registered for the course; (ii) successfully passed a set of examinations and (iii) met the other requirements, established by BSA in its sole discretion, BSA may, from time to time and in its sole discretion, change or modify requirements for certification and/or renewals or continuations thereof. BSA will use commercially reasonable efforts to notify you by email to the email address provided to BSA of any changes to its certification requirements.
Furthermore, at BSA’s discretion you are eligible to receive digital credential of the Professional certification from BSA: (i) should you be eligible for BSA Professional certification in accordance with the immediately preceding paragraph and (ii) registered and accepted terms of third party digital credentialing service selected by BSA
The Professional certification and digital credential are, in each case, valid for a limited time, stated at the time of issue, subject to cancellation at any time for any violations of these Terms and Conditions including without limitation Section 16 below and in BSA’s sole discretion.

16. Use of Professional Certification
Your right to use the Professional certification and digital credential issued by BSA Verafirm is subject to, and conditioned on, your proper use of the Professional certification mark in accordance with the rules and guidelines set forth in the Professional Usage Guidelines (attached hereto as Exhibit A) and as controlled by third party digital credentialing services used by BSA. Any use by you outside the scope of these rules, guidelines and services is grounds for immediate termination of your right to use the Professional certification.

17. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT BSA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS, STATUTORY OR IMPLIED, WITH RESPECT TO THE COURSE OR YOUR RIGHT TO ACCESS SUCH COURSE OR ANY OTHER MATTER, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE IN TRADE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT BSA SHALL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE OR INABILITY TO USE THE COURSE. THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF BSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, BSA’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

18. Limitation of Liability
IN NO EVENT SHALL BSA, ITS AFFILIATES, ITS MEMBERS, AUTHORIZED LICENSEES OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AGENTS OR CONTRACTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR MULTIPLE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, REVENUES, OR OTHER ECONOMIC LOSSES WHETHER DEEMED DIRECT OR CONSEQUENTIAL AND REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE.

19. Indemnification
You agree to defend, indemnify and hold harmless BSA, its affiliates, its members and authorized licensees and each of their respective officers, directors, employees, agents and contractors for, from, and against any and all claims, demands, damages, losses, liabilities, judgments, cost or expense, including reasonable expenses of investigation and attorneys’ fees and expenses, arising out of, based upon, or in connection with (i) your breach of any of these Terms and Conditions set forth herein; (ii) your use of the course in violation of these Terms and Conditions; or (iii) your gross negligence, fraud or willful misconduct in connection with or arising out of the course website or Materials.

20. Export Control
You may not use or otherwise export or re-export the Materials except as authorized by United States law and the laws of the jurisdiction in which the Materials were obtained. In particular, but without limitation, the Materials may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Materials, you represent and warrant that you are not located in any such country or on any such list.

21. Governing Law
You expressly agree that these Terms and Conditions shall be governed by and construed in all respects in accordance with the laws of the District of Columbia and the United States, without reference to its choice of law provisions thereof.

22. Dispute Resolution
All disputes arising out of or in connection with these Terms and Conditions shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one arbitrator appointed in accordance with the ICC’s Rules of Arbitration. The place of arbitration shall be the District of Columbia, USA, and the language to be used in the arbitral proceedings shall be English. Unless the arbitral tribunal shall determine otherwise, the costs of the arbitration shall be borne by you and BSA equally and you and BSA shall each bear your/its own other legal costs, including the fees of your/its own attorney(s).

23. Severability
The provisions of these Terms and Conditions will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of these Terms and Conditions, as applied to you or BSA or to any circumstance, is adjudged by a governmental body or arbitrator not to be enforceable in accordance with its terms, you agree that such governmental body or arbitrator making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.

24. Entire Agreement
These Terms and Conditions and exhibits hereto contain the entire agreement between you and BSA relating to the subject matter hereof and supersedes any prior oral or written understandings or agreements between you and BSA relating to the subject matter hereof.

25. Modification
BSA reserves the right to make changes and modifications to these Terms and Conditions from time to time without notice to you. You should check these Terms and Conditions online regularly. Your continued use of the BSA Verafirm course site and the Materials will be deemed acceptance of the updated or amended Terms and Conditions. If you do not agree to the changes, you should cease using the BSA Verafirm course site and the Materials.

26. Waivers
No failure or delay in exercising on the part of BSA any right or remedy hereunder shall operate as a waiver of that remedy, nor shall any single or partial exercise of any right or remedy prevent any further exercise of that remedy or any other. No waiver by BSA of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

27. Methods of Sending Notices
BSA may send notices to you by (i) email, (ii) registered or certified mail, postage prepaid, or (iii) internationally recognized commercial delivery service, directed to you at your last known email or address as provided on the registration form or otherwise. Any notices to BSA shall be sent to BSA by email at info@samcertification.org. Notices shall be deemed to have been given in the case of a notice sent (a) by email, upon receipt; (b) by registered or certified mail, postage prepaid, within three (3) days of its posting; or (c) by internationally recognized commercial delivery service, within three (3) business days, of its being sent.
Feb 6, 2019

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