Training and Certification Terms of Services

 

These Qualtrics Certification & Training Program Terms and Conditions (these “Terms”), together with, as applicable, the Qualtrics Terms of Service located at https://www.qualtrics.com/terms-of-service/ or the master services agreement between Qualtrics, LLC (“Qualtrics” or “we”) and you (“you”), govern any statement of work or order form between Qualtrics and you (an “SOW,” and together with these Terms and all other terms and conditions applicable hereto, the “Agreement”) providing for your participation in a Qualtrics Certification or other training program (as applicable, the “Program”).These Terms take effect on the earlier of the date on which you click through to accept them and the date on which you enter into an agreement incorporating these Terms (the “Effective Date”). You represent that you are lawfully able to enter into these Terms.

1. Terms Applicable to Any Training.
a.Term and Termination.

  1. Term. Each SOW will continue in effect until the earlier of (a) either party’s termination of such SOW as provided herein and, (b) (1) in the case of an SOW for Qualtrics Certification, the date on which all Qualtrics Certifications you hold are no longer valid, or (2) in the case of an SOW for other training services, the date on which Qualtrics trainings you purchased under such SOW are completed.
  2. Termination for Convenience. You may cancel an SOW or reschedule a Training at any time prior to the date on which the Training is to begin, except that, if we have made travel reservations prior to the date of cancellation or rescheduling, we will invoice you, and you will pay, $2,000 to cover our travel expenses. We may terminate any SOW for any reason by providing you 30 days’ notice, in which case you will have no payment obligations hereunder.
  3. Termination for Cause. We may terminate any SOW at any time if you breach the Agreement.
b. Effect of Termination. Upon any termination of an SOW, all your rights under such SOW will immediately terminate.
c. Payment. We will issue an invoice upon signature of an applicable SOW, and you shall pay all undisputed invoiced amounts by 30 days after the invoice date.
d. User License. Training attendees are not required to have their own paid user license, but you acknowledge that Training for attendees without a license may be less effective.
e. Recordings and Distribution. We do not record the day of Training or permit the recording of the day of Training nor do we allow for the unauthorized distribution of any of the material provided on the day of Training, such as presentations, handouts, exercises, booklets, surveys, or data. Requests for recordings of the day of Training will be denied.
f. Conduct. We reserve the right to refuse, limit, or cancel any Qualtrics training without a refund if any of your participants display unreasonable behavior or are violent, abusive, or disruptive.
g. Limitation of Liability. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) FAILURE TO COMPLETE ANY TRAINING AGENDA, (B) YOUR INABILITY TO PARTICIPATE IN THE PROGRAM, INCLUDING AS A RESULT OF ANY TERMINATION OR SUSPENSION OF THE AGREEMENT OR OUR MODIFICATION OR DISCONTINUATION OF THE PROGRAM, OR (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR ACCESS TO THE PROGRAM.
h. Indemnification. You will defend, indemnify, and hold harmless us and our affiliates and licensors, and each of our and their employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claim concerning (a) your participation in the Program; (b) any representations, warranties, or guarantees you make to third parties with respect to us or the specifications, features, or capabilities of any of the services provided under the Agreement; (c) any misrepresentation or embellishment by you of your relationship with us; (d) your breach of the Agreement or violation of applicable law; or (e) a dispute between you and any third party. We may assume control of the defense and settlement of the claim at any time.
i. Publicity. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or announce or imply the existence of any relationship or affiliation between us and you or any other person or entity except as permitted by the Agreement.
j. Force Majeure. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations that is caused by any act, event, non-occurrence, omission, or accident outside our reasonable control (a “Force Majeure Event”). The time period during which we may perform any obligations affected by a Force Majeure Event will be extended for the period of the Force Majeure Event. We will use diligent efforts to end the failure or delay and ensure the effects of the Force Majeure Event are minimized.
k. Modification. We may from time to time change these Terms or change or discontinue support of any Program as a whole or any aspect of it, including training or testing materials, passing score requirements, qualification tiers and titles, or Program benefits. We will notify you of changes by posting them on the Qualtrics Training Site or the Qualtrics Certification Site, as applicable, or by otherwise notifying you in accordance with the notice requirements applicable hereto. You are responsible for checking the Qualtrics Training Site or the Qualtrics Certification Site, as applicable, for changes. Changes will be effective as of the date such changes are posted or, if we notify you by email, as stated in the email message. By continuing to participate in the Program, you agree to comply with the most current version of these Terms. We last modified these Terms on the date listed at the end of these Terms.
2. Terms Applicable to Certification Only.
a. Generally. To obtain a certification under the Program, you must pass the exam (“Certification Exam”) that applies to the particular Qualtrics Certification and comply with all other requirements set forth in the Agreement.
b. Use of Name and Logo. Subject to your continued compliance with the Agreement, we grant you the limited right to use the name of the specific Qualtrics Certification that you have received and any trademarks, service marks, service or trade names, logos, and other designations of us and our affiliates that we make available to you in connection with these Terms or the Program associated with such Qualtrics Certification. (collectively, the “Qualtrics Marks”) for so long as such Qualtrics Certification is valid or until revoked or terminated as set forth in the Agreement. You may use the Qualtrics Marks only in accordance with the trademark use guidelines that we give you or post on the Qualtrics Certification Site from time to time (“Trademark Use Guidelines”). We may revoke any license granted to you to use any Qualtrics Mark associated with the Qualtrics Certification at any time by giving you notice of such revocation.
c. Your Responsibilities. At all times when you are holding yourself out as the recipient of a Qualtrics Certification, or at any time that you are providing offerings that relate to Qualtrics or the services provided by Qualtrics (“Services”), you will (i) conduct your activities in a professional and competent manner; (ii) comply with all applicable laws, regulations, and orders of any governmental or regulatory authority; (iii) promote Qualtrics and the Services in a manner that maintains the good name and reputation of both Qualtrics and the Services; (iv) not make any representations, warranties, or guarantees to third parties with respect to Qualtrics or the specifications, features, or capabilities of the Services; (v) not misrepresent or embellish your relationship with Qualtrics; (vi) comply with all applicable terms and conditions of any agreement governing your use of the Services; and (vii) not engage in any illegal, false, or deceptive acts or practices.
d.Testing.

  1. Procedures. You will comply with all rules and regulations applicable to the administration of each Certification Exam as determined by us or by any third party authorized by Qualtrics to administer Certification Exams (a “Certification Exam Provider”). You will not engage in any misconduct in connection with any Certification Exam, including by (a) receiving or providing unauthorized assistance, or submitting work that is not your own; (b) possessing or using unauthorized materials during such Certification Exam; (c) falsifying your identity or identification documents, or misusing any testing identification number, username, or other credentials that have been provided to you; (d) failing to adhere to any testing policy, procedure, or directions; (e) receiving or viewing the content of any Certification Exam that has been disclosed or disseminated in violation of the Agreement; (f) using any Qualtrics Marks in a manner not authorized by the Agreement and the Trademark Use Guidelines; or (g) any other actions that we reasonably believe are inconsistent with the principles of the Program.
  2. Confidential Information. All Certification Exams and any other materials that are provided to you in connection therewith (collectively, “Testing Materials”) constitute our Confidential Information.
  3. Retakes. If you do not pass a Certification Exam, you may retake such Certification Exam only in accordance with the retake policy set forth on the Qualtrics Certification Site, as Qualtrics may amend such policy from time to time. Administration of additional Certification Exams will be available at additional cost (not included in the price set forth in the SOW for the initial Certification Exam).
  4. Noncompliance. If we reasonably believe that you have violated any terms of the Agreement, we may, without the refund of any fees, cancel the results of any Certification Exam, revoke any Qualtrics Certification, terminate your rights under these Terms, or otherwise prohibit you from participating in the Program.
e. Maintaining and Recertifying. Once certified, you will be required to successfully pass an assessment at regular intervals to maintain your Certification status. The assessment will cover, but is not limited to, any new features of the Certification Training. Certification status will be revoked if you do not successfully complete two consecutive assessments. If Certification status is revoked, recertification will require you to retake the applicable Certification Exam and pay the applicable exam proctoring fee.
f. Transfers. Within organizations, access to the online Certification may be transferred from the originally assigned individual to another individual in the organization only before the originally assigned individual accesses the online learning platform.
g. Privacy. We may share your information with our third-party contractors in connection with the administration of Certification Exams. We may also verify the status of your Qualtrics’ Certification to any third parties that inquire about such status.
3. Terms Applicable to Organization-Wide Training During Implementation Only.
a. Your Responsibility. To create the e-learning series the Subscriber will need to meet periodically with Qualtrics to outline, storyboard, and finalize the content and flow of the e-learning series. Qualtrics will consult the Subscriber on best practices for content and flow.
b.Maintaining Recordings. As additional features and functionality are incorporated in the Subscription Services, the recorded e-learning series video and webinar recordings may become outdated. Qualtrics is not responsible for updating or revising any recordings.
c.Translation. Qualtrics employs a third-party translation service vendor to translate the e-learning series. Qualtrics is not responsible for the validity or quality of the translations provided by the third-party vendor.