Training and Certification Terms of Services

These Qualtrics Certification, On-Demand Training & Live 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, On-Demand Training, or Live Training Program (as applicable, the “Program”). These Terms take effect on the earlier of the date on which you click through to accept them or 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 Program.
    1. 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(b) (1) in the case of an SOW for Qualtrics Certification, the date on which all Qualtrics Certifications you hold are no longer valid, or (2) in the case of an SOW for other training services, the date on which Qualtrics trainings you purchased under such SOW are completed.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.
    2. Effect of Termination. Upon any termination of an SOW, all your rights under such SOW will immediately terminate.
    3. Payment. We will issue an invoice upon signature of an applicable SOW, and you shall pay all undisputed invoiced amounts by 30 daysafter the invoice date.
    4. Conduct. We reserve the right to refuse, limit, or cancel any Qualtrics training without a refund if any of your participants displayunreasonable behavior or are violent, abusive, or disruptive.
    5. 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) ANYINVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR ACCESS TO THE PROGRAM.
    6. 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 againstany 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) anyrepresentations, warranties, or guarantees you make to third partieswith 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 withus; (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.
    7. 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.
    8. Force Majeure. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations that iscaused 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 delayand ensure the effects of the Force Majeure Event are minimized.
    9. 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 Live Trainings
    1. Recordings and Distribution. We do not record the in-person Training or permit the recording of in-person Training nor do we allow for the unauthorized distribution of any of the material provided during an in-person Training, such as presentations, handouts, exercises, booklets, surveys, or data. Requests for recordings for in-person Training will be denied.
    2. User License. Live 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.
  3. Terms Applicable to Certification Only.
    1. 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.
    2. 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 otherdesignations 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 QualtricsMarks only in accordance with the trademark use guidelines that wegive 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.
    3. 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
      1. conduct your activities in a professional and competent manner;
      2. comply with all applicable laws, regulations, and orders of any governmental or regulatory authority;
      3. promote Qualtrics and the Services in a manner that maintains the good name and reputation of both Qualtrics and the Services;
      4. not make any representations, warranties, or guarantees to third parties with respect to Qualtrics or the specifications, features, or capabilities of the Services;
      5. notmisrepresent or embellish your relationship with Qualtrics;
      6. comply with all applicable terms and conditions of any agreement governing your use of the Services; and
      7. not engage in any illegal, false, or deceptive acts or practices.
    4. 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 toadhere 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 or original purchase 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 rightsunder these Terms, or otherwise prohibit you from participating in the Program.
    5. Expiration. Qualtrics certification exams completed before July 1, 2020 will expire on December 31, 2021. Qualtrics certification exams completed after July 1, 2020 will expire 18 months from the day the exam was successfully passed.
    6. Maintaining and Recertifying. Requirements for maintaining and recertifying will be defined on the Qualtrics Certification Site.
    7. Transfers. Within organizations, access to the online Certification maybe transferred from the originally assigned individual to another individual in the organization only before the originally assigned individual accesses the online learning platform.
    8. 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.
    9. Refunds. We will not provide refunds for any purchased certification exam.
  4. Terms Applicable to Qualtrics Training Accounts Only.
    1. General Use. As part of completing an online training or certification course, you may receive access to a Qualtrics training account. These accounts shall be used only to complete training activities. Projects or data that is not associated with training activities may NOT be stored in this account.
    2. Termination. We reserve the right to terminate these accounts anddelete any associated data and projects in these accounts at any time. Qualtrics is not required to provide notice of this termination or deletion.
  5. Terms Applicable to Organization-Wide Training During Implementation Only.
    1. Maintaining Recordings. As additional features and functionality are incorporated in the Services, the recorded custom video series may become outdated. Qualtrics is not responsible for updating or revising any recordings.
    2. Translation. Qualtrics employs a third-party translation service vendor to translate the custom video series. Qualtrics is not responsible for the validity or quality of the translations provided by the third-party vendor.
    3. Timeframe for Deliverables. You must request all deliverablesfor an Organization-Wide Training within one year from the effective date of the SOW. All deliverables are deemed delivered and accepted one year from the effective date.