SPSS Inc. ("SPSS") and Candidate ("CANDIDATE") hereby agree that the following terms and conditions ("Agreement") shall govern Candidate participation in the SPSS Certified Predictive Analytics Professional Certification Program ("SCPAPCP").
CONFIDENTIALITY
CANDIDATE and SPSS agree that this AGREEMENT and all information related to the SCPAPCP that is disclosed to CANDIDATE that is not in the public domain ("CONFIDENTIAL INFORMATION"), (a) constitutes the proprietary and confidential information of SPSS; and (b) shall be held in confidence and shall not be made available in any form to any person or entity other than CANDIDATE, without the express written consent of SPSS.
CERTIFICATION RIGHTS
Certification Grant. Upon successful completion of the applicable SPSS certification tests and any other requirements ("SPSS Certification"), CANDIDATE shall be granted a personal, nonexclusive, nontransferable right to use the applicable title of Certified Predictive Analytics Professional ("Title") for a period of three (3) years ("Certification Term") from the date of certification ("Certification Date"). CANDIDATE may only use such Title to promote CANDIDATE'S experience and qualifications related to the use of the applicable SPSS technology and for no other purpose. CANDIDATE'S grant of such right does not extend to any third parties.
The Certification Term during which CANDIDATE may use the applicable Title shall begin on the Certification Date which shall commence upon the CANDIDATE'S acceptance of the certification materials granted to the CANDIDATE by SPSS ("Certification Materials"), provided that the SPSS Certification requirements and standards have not changed. Certification Materials are considered CONFIDENTIAL INFORMATION subject to the confidentiality provision of this Agreement and may not be reproduced, disclosed, published, disseminated, or distributed. CANDIDATE acknowledges that SPSS has the right to change the requirements associated with obtaining or maintaining SPSS Certification at any time. Upon CANDIDATE'S written request, SPSS shall provide CANDIDATE with the then current SPSS Certification requirements. In order to maintain SPSS Certification, CANDIDATE must complete all new certification requirements within six (6) months from the date such requirements are implemented as part of the SPSS Certification process. If CANDIDATE does not complete such additional requirements within the six (6) months, CANDIDATE'S SPSS Certification status and this agreement shall terminate. SPSS shall provide notice of SPSS Certification requirements on its public website (http://www.spss.com). Upon termination of this Agreement, CANDIDATE may no longer use the Title granted herein. Except as specifically provided herein, CANDIDATE shall have no further rights or obligations under this Agreement after termination.
PRIVACY
SPSS, its test vendor, some of its supporting vendors and other companies with which SPSS has a business relationship concerning testing and certification are international companies, operating worldwide. Personal information is defined as CANDIDATE'S test results and demographic information that CANDIDATE has provided for purposes of participating in the SCPAPCP ("Personal Information"). CANDIDATE agrees to the transmission and use of CANDIDATE'S Personal Information as set forth herein:
TERM AND TERMINATION
CANDIDATE may terminate this AGREEMENT without right to refund, by notifying SPSS of such termination. SPSS may terminate this AGREEMENT if CANDIDATE violates any of the provisions of this AGREEMENT. In such event, SPSS shall be free to pursue any legal or equitable recourse which it deems appropriate, including without limitation, injunctive relief, claims for damages, or suit for termination of the certification granted hereby.
Upon termination for any reason: (a) all Candidate rights shall immediately cease, (b) there shall be no refund of any payments; and (c) CANDIDATE shall promptly pay any fees which may be due. This paragraph shall survive the termination of this AGREEMENT.
DISCLAIMER, LIMITATION OF LIABILITY
SPSS MAKES NO WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF ANY THIRD PARTY RIGHTS AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED. EXCEPT AS REQUIRED BY APPLICABLE LAW, IN NO EVENT SHALL SPSS OR ITS LICENSORS BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, EVEN IF SPSS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SPSS' AND ITS LICENSORS' LIABILITY ARISING OUT OF THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT OF THE FEES PAID TO SPSS UNDER THIS AGREEMENT.
INDEMNIFICATION
CANDIDATE agrees to indemnify and hold SPSS harmless against any loss, liability, damage, cost or expense (including attorneys' fees) arising out of any claims or suits, whatever in their nature and however arising, which may be brought or made against SPSS arising out of or in any manner connected with: (i) CANDIDATE use of the Title licensed herein; (ii) any personal injury, property damage or other claims which are caused, directly, in whole or in part, by CANDIDATE'S negligent or illegal acts or omissions; (iii) CANDIDATE'S use of the SPSS logo; and/or (iv) CANDIDATE'S use or misuse of SPSS' CONFIDENTIAL INFORMATION as described in this Agreement. This section will survive termination or expiration of this agreement.
GENERAL PROVISIONS
CANDIDATE agrees that this AGREEMENT may not be assigned and that Title and Certification Materials may not be transferred or sublicensed by CANDIDATE. SPSS shall have a right to assign or transfer this AGREEMENT to International Business Machines Corporation ("IBM") or an IBM subsidiary without the consent of CANDIDATE.
In no event shall CANDIDATE have any right to make any representation, warranty, or promise on behalf of SPSS.
CANDIDATE recognizes and acknowledges that a material breach by CANDIDATE of any of CANDIDATE covenants, agreements or undertakings hereunder will cause SPSS irreparable damage, which cannot be readily remedied in monetary damages in an action at law. Therefore, in addition to its rights and remedies otherwise available at law, upon an adequate showing of material breach, and without further proof of irreparable harm other than this acknowledgement, SPSS shall be entitled to immediate equitable relief, including but not limited to, both interim and permanent injunctions, to stop such damage.
This Agreement supersedes all prior agreements, proposals, representations and communications between the parties relating to the subject matter herein.
SPSS shall not be liable for delays or nonperformance of this AGREEMENT occasioned by strikes, fires, accidents or other causes beyond the control of SPSS.
If a part of this AGREEMENT is held unenforceable or invalid or prohibited under law, it shall be struck from this AGREEMENT and shall not affect the enforceability of the other parts of this AGREEMENT.
This AGREEMENT shall be interpreted under the laws of the State of Illinois of the United States of America.
IN WITNESS WHEREOF, the parties, through their authorized representatives, have executed this AGREEMENT as of the date last written below.
Worldwide Offices | Communications | Site Map | Contact Us | Terms and Conditions | Privacy Policy
© 2010 SPSS Inc., an IBM Company All rights reserved.
SPSS Inc., an IBM Company Headquarters, 233 S. Wacker Drive, 11th floor