Upon completion of the Verafirm Professional certification requirements and its associated assessments, you shall receive a limited license and right to use the Verafirm Professional  certification mark for a period of time, subject to the terms and conditions set out below. Your use of the Verafirm Professional  certification mark signifies your agreement with these terms and conditions.

  1. Your right to use the Verafirm Professional  certification mark is conditioned upon your having (i) completed the SAM ADVANTAGE online course; (ii) successfully passed a set of examinations and met the other requirements, established by BSA in its sole discretion, necessary to receive certification under the Verafirm Professional  certification program; and (iii) read and agreed to be bound by the terms and conditions set forth below.
  2. Any use of the Verafirm Professional  certification mark by you is for the limited purpose of signaling to others that you have met the Verafirm Professional  certification requirements and that you have been granted the right by BSA to hold yourself out as a Verafirm Professional certified professional.
  3. Your right to use the Verafirm Professional  certification mark is subject to, and conditioned on, your proper use of the Verafirm Professional  certification mark in accordance with the rules and guidelines set forth in the Verafirm Professional  Usage Guidelines, attached hereto as Exhibit A. Any use by you outside the scope of these rules and guidelines is grounds for immediate termination of your right to use the Verafirm Professional  certification mark.
  4. As a Verafirm Professional  certified professional, you may use the Verafirm Professional  certification mark on your business card, in business correspondence, in presentations and in your bio, including any bio on an Internet website, so long as the use complies with the Verafirm Professional  Usage Guidelines and with the terms and conditions set forth herein.
  5. The Verafirm Professional  certification mark is personal to you and is neither assignable nor sublicensable. Moreover, the Verafirm Professional  certification mark may not be attributed to any company or organization, including without limitation one that employs you; it may only be attributed to you.
  6. Within five (5) days of BSA’s request, you shall furnish to a BSA representative samples of each use of the Verafirm Professional  certification mark by you, or any attribution to you of same by any company or organization, including without limitation one that employs you, in order to allow BSA to verify that you are properly using the Verafirm Professional  certification mark and that all such use is consistent with the Verafirm Professional  Usage Guidelines. Upon notification by BSA or its authorized agents, you shall promptly stop or alter any use, including use by any company or organization that employs you, not in strict compliance with these terms and conditions or the Verafirm Professional  Usage Guidelines.
  7. Your right to use the Verafirm Professional  certification mark is limited to a period of eighteen (18) months, which eighteen-month period shall commence and terminate on the dates set forth in the Certificate that will be sent to you upon your successful completion of the Verafirm Professional  certification program (“License Term”). Your right to use the Verafirm Professional  certification mark shall terminate immediately upon expiration of the License Term, unless the License Term is extended for an additional eighteen (18) month period through re-certification. The License Term may be extended for additional eighteen (18) month periods if you complete the requirements for re-certification, established by BSA in its sole discretion, no later than three (3) months prior to the expiration of the License Term then in effect.
  8. You agree that BSA shall have the unconditional right to amend any term of this License, during the License Term, for any reason, at its sole discretion, upon thirty (30) days written notice thereof to you.
  9. You agree that BSA shall have the unconditional right, in its sole discretion, to terminate your right to use the Verafirm Professional  certification mark immediately upon written notice to you: (i) if you or any company or organization making use of the Verafirm Professional  certification mark on your behalf, including without limitation a company or organization that employs you, do not strictly comply with the Verafirm Professional  Usage Guidelines; (ii) if you provide BSA with any false, inaccurate, incomplete or misleading information regarding your qualifications in the software asset management field or your completion of the Verafirm Professional  certification requirements; or (iii) if you are in breach of any of the terms and conditions set forth herein.
  10. You agree that BSA shall have the right, in its sole discretion, to make changes to the Verafirm Professional  certification mark, including substituting another certification mark in place of the Verafirm Professional  certification mark and you agree that, upon BSA’s notice to you of BSA’s exercise of its right set out in this paragraph, you shall promptly discontinue all use, including use by any company or organization making use of the Verafirm Professional  certification mark on your behalf, including without limitation a company or organization that employs you, of the original Verafirm Professional  certification mark and use in its place the modified or substituted certification mark identified by BSA in its notice to you.
  11. Immediately upon expiration or termination of the License Term, your right to use the Verafirm Professional  certification mark and to hold yourself out as a Verafirm Professional  certified professional shall cease and you will immediately stop all further use of the Verafirm Professional  certification mark, including use by any company or organization making use of the Verafirm Professional  certification mark on your behalf, including without limitation a company or organization that employs you, and take all necessary and appropriate steps to remove the Verafirm Professional  certification mark from all business cards, business correspondence, presentations, bios and all other materials on which it appears or, if such removal is not possible, you will stop all use of, and destroy, all such materials bearing the Verafirm Professional  certification mark.
  12. You agree that, as between you and BSA, BSA owns the Verafirm Professional  certification mark and that you will not, either directly or indirectly, challenge or assist any person or entity in challenging (i) BSA’s rights in or to the Verafirm Professional  certification mark; (ii) BSA’s rights to control the use of the Verafirm Professional  certification mark; or (iii) the validity of the Verafirm Professional  certification mark or of any registration or registration application for the certification mark.
  13. You agree to defend, indemnify and hold harmless BSA and its members and authorized licensees and each of their respective officers, directors, employees and agents for, from, and against any and all claims, demands, damages, losses, liabilities, judgments, cost or expense, including reasonable expenses of investigation and reasonable attorneys’ fees and expenses, arising out of, based upon, or in connection with (i) your breach of any of the terms and conditions set forth herein; (ii) your use of the Verafirm Professional  certification mark in violation of these terms and conditions; or (iii) your gross negligence or willful misconduct.
  14. YOU EXPRESSLY UNDERSTAND AND AGREE THAT BSA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS, STATUTORY OR IMPLIED, WITH RESPECT TO THE CSS(P) CERTIFICATION MARK OR YOUR RIGHT TO USE SUCH MARK 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 CSS(P) CERTIFICATION MARK. 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.
  15. You expressly agree that this Agreement 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.
  16. All disputes arising out of or in connection with the present contract 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 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 other legal costs, including the fees of your/its attorneys.
  17. 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 your at your last known email or address. Any notices to BSA shall be sent to BSA by email at samadvantage@bsa.org. Notices shall be deemed to have been given in the case of a notice sent (a) by email, upon receipt of a delivery notification; (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.
  18. The provisions of this Agreement 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 this Agreement, 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.
  19. This Agreement contains 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.