This Agreement is entered into between you and Neodata Group srl, as described below. By agreeing to this Agreement, you acknowledge that you have read and agree to the terms and condition here described. 

  1. Definitions.  The following terms shall have these defined meanings for the purposes of this Agreement: 
    a. Neodata Certification Program" shall mean the certification program(s) described in this Agreement. 
    b. "Neodata Certified Individual” shall mean an individual who has satisfactorily passed the required Examination(s), and met all certification requirements set by the applicable Neodata c. Certification Program, maintains the certification by meeting any additional requirements and re-certifications required by the Neodata Certification Program, and is entitled to use the "Neodata Certification" in accordance with this Agreement. 
    d. “Neodata Certification" ("Certification") shall mean any of the certifications established by Neodata Group under the Neodata Certification Program that you may become authorized to use by passing one or more Neodata Certified  Examinations.
    e. "Neodata Certification Examination" ("Exam") shall mean any examination established by Neodata Group that Neodata Certification Individuals must satisfactorily pass to attain or maintain certification respectively through the Neodata Certification Program. 
    f. "Certification" shall mean passing the requisite Neodata Certification Exam(s), and meeting and maintaining compliance with those other requirements set out in this Agreement.
    g. “Confidential Information” shall mean any information that relates to Neodata's Certification examinations and any communications by Neodata Group that include information which has not been made available to the general public (including the language and content of exam questions and answers) disclosed to you by Neodata Group. Confidential Information, however, does not include information that: (a) is now or subsequently becomes generally available to the public through no fault or breach on the part of you; (b) you can demonstrate to have had rightfully in your possession prior to disclosure to you by Neodata Group; (c) is independently developed by you without the use of any Confidential Information; or (d) you rightfully obtained from a third party who has the right to transfer or disclose it to you without limitation.
    h. "Neodata Certification Logos" ("Logos") shall mean the logos used to identify the Neodata Certification Program.
    i. “Certificate” shall mean the document provided by Neodata to the Neodata Certified Individual reporting the “Certificate Validity Period” and the specific title of the Certification acquired by the individual.
    l. “Certification Validity Period” shall mean the validity period as reported in the Certification. 
  2. Purpose. Subject to the terms of this Agreement, individuals who successfully meet certification requirements are entitled to become Neodata Certified Individuals and to use the Neodata Certification and Neodata Certification Logos corresponding to the certifications they attain. 
  3. Certification. 
    Certifications. Upon passing of the applicable Exam(s), you are eligible for certification by Neodata Group
    Continuing Certifications. Certifications may require additional actions to maintain compliance with continuing certification requirements as specified by Neodata Group. You must meet all continuing certification requirements to maintain these Certifications.  Neodata Group may, from time to time and in its sole discretion, change or modify certification requirements (both initial and continuing), Certificate, or Certification Logos. You must comply with the changed requirements within the period of time set forth in the applicable Policies to stay in compliance with any modified compliance requirements.   Any failure to comply with all applicable continuing certification requirements or changed continuing certification requirements will result in termination of this Agreement pursuant to Section 9. 
    Neodata Group maintains the official list of valid Neodata Certified Individuals that shall be used to validate any inquiry from you or third parties about the validity of a Certificate.
  4. Your Representations.  You warrant and represent to Neodata Group that all services you provide and all business you conduct as a Neodata Certified Individual shall;  (i) not harm the reputation of Neodata Group or its products; (ii) not employ deceptive, misleading, or unethical practices; (iii) not make any representations, warranties, or guarantees to customers on behalf of Neodata Group; (iv) comply with all applicable governmental laws, statutes and regulations; (v) comply with all  intellectual property and proprietary rights protections for Neodata Group software, development tools, and other products; and (vi) not disassemble, decompile, reverse engineer, or otherwise reduce or seek to derive the object code for Neodata Group software and/or tools to a human readable (source code) form. 
  5. Authorization to use Certification and Logos.  Upon meeting the requirements for initial certification, and continuing so long as you meet and comply with all applicable continuing certification requirements, Neodata Group authorizes you to use the Neodata Certification for which you have been certified and to use any corresponding Neodata Certification Logo according to this Agreement. All rights not expressly granted herein are reserved by Neodata Group. You acknowledge Neodata Group has sole ownership of the Neodata Certification Logos and Certificates, and that nothing in this Agreement, in your performance as an Neodata Certified Individual, or that might otherwise be implied by law, shall give you any right, title, or interest in the Neodata Certification, or Logos, other than the authorization specifically granted herein. You may not use or reproduce the Logos in any manner whatsoever other than as described herein during the term of this Agreement or after its termination or expiration. 
  6. Disclaimer of Warranty.  To the extent permitted by applicable law, Neodata Group specifically disclaims any and all statutory or implied warranties relating to the certification exam, including, without limitation, warranties of merchantability, fitness for a particular purpose 
  7. Limitation of Liability. To the extent permitted by law, Neodata’s liability under these terms and condition is limited to the amounts paid by you for the certification exam. In no other event shall Neodata be liable for any consequential, incidental, direct, indirect, damage resulting from any breach of warranty or condition including but not limited to, loss of use, loss of revenue, loss of business or any indirect or consequential loss or damage caused, arising from or related to the certification, failure to achieve certification, or use of the Certification Logos.
  8. Confidentiality.  Anyone obtaining access to Neodata Certification Exams or Confidential Information is obligated to maintain the confidentiality of this information. If an Neodata Certified Individual is caught violating the terms of this provision will be permanently ineligible for any Neodata Certification and shall be decertified from the Neodata Certification program and all current certifications associated with it.  You agree to protect Neodata's Confidential Information, using at least the same degree of care that you use to protect your own confidential and proprietary information of similar importance, but no less than a reasonable degree of care.  Recipient agrees to use Neodata's Confidential Information for the sole purpose of evaluation in connection with purpose of this Agreement.   You will not disclose, publish, or disseminate Confidential Information.  You may disclose Confidential Information to the extent required by law, provided you make reasonable efforts to give Neodata notice of such requirement prior to any such disclosure and take reasonable steps to obtain protective treatment of the Confidential Information.  Except as expressly set forth herein, no license or other rights to Confidential Information are granted or implied hereby and Neodata retains all of its rights therein.  Nothing in this Agreement is intended to grant a license or waive any rights in either party’s patents, copyrights or trademarks. 
  9. Term and Termination.  Either party may terminate this Agreement at any time, with or without cause, by giving thirty (30) calendar days' prior written notice to the other party.  Neodata may terminate this Agreement immediately, including termination and revocation of any Certifications and Neodata Certification Signatures to which this Agreement relates, and termination of your use of the corresponding Neodata Certification Logos, upon the occurrence of any one of the following events (each a “Cause”):  (i) you fail to comply with any of the terms of this Agreement, including, without limitation, the terms governing the use of the Neodata Certification Signatures and Logos; (ii) you misappropriate or disclose any trade secret or Confidential Information of Neodata (including, but not limited to, any Neodata Certification Exams or Confidential Information with respect to which you are under obligation of confidentiality), or otherwise infringe any other intellectual property right of Neodata, or engage in any other activities prohibited by law; (iii) you fail to comply with the applicable continuing certification requirements for the relevant certification; or (iv) a government agency, regulatory agency or court finds that services you provided concerning the Neodata products to which your certification relates are defective in any way. In the event any of the above occurs, Neodata may provide you with written notice of termination of this Agreement.  Immediately upon termination of this Agreement, you shall immediately cease all use of any Neodata Certification Signature and Logo corresponding to the Certification to which this Agreement relates. 
  10. Relationship of the Parties.  You acknowledge that nothing in this Agreement shall be construed as creating a joint venture or agency relationship between you and Neodata or as granting a franchise. During the term of this Agreement you are entitled to state that you have successfully completed all requirements for your particular certification(s), including having successfully passed any applicable Neodata Certification Exam(s) and any continuing certification requirements for a particular version(s) of Neodata products. 
  11. General. You may not assign your rights or obligations under these Terms and Conditions.  Any unauthorized assignment will be void.  Neodata will not be liable for performance or delays beyond its reasonable control.  A waiver of any breach or default under these Terms and Conditions shall not constitute a waiver of any subsequent breach or default.  If a court of competent jurisdiction holds that any provision of these Terms and Conditions is invalid or unenforceable, the remaining portions will remain in full force and effect, and the parties will replace the invalid or unenforceable provision with a valid and enforceable provision that achieves the original intent of the parties and the economic effect of the Terms and Conditions.  These Terms and Conditions, including any additional terms referenced herein, constitute the entire agreement between Neodata and you with regard to Neodata Certification and supersede all prior negotiations, agreements, and understandings with respect to the subject matter, and no addition to or deletion from or modification of any of the provisions hereto shall be binding upon Neodata unless made in writing and signed by an authorized representative of Neodata. Neodata reserves the right to change this Agreement at any time and without notice. Notices of changes to the Agreement will be given by Neodata posting the changes on the Neodata Certification Web site and will be deemed given when posted.