These Certification Program Terms of Use (the “Terms”) govern your access to and use of BetterCloud’s (“We” or “Us”) Certification Program (defined below). By purchasing a seat for the Exam (defined below), or taking the Exam, you (“You”) agree to these Terms, so please read them carefully. These Terms include by reference BetterCloud’s Privacy Policy.

Please note that the Terms are separate from and independent of the Master Subscription Agreement, or any other similar agreement, between You and Us related to Our provision of products and/or services to You.

Terms Last Updated: October 30, 2020

1. The BetterCloud Certification Program

1.1 Certification Program

The BetterCloud Certification Program, including the applicable Exam, Certification Marks, and Exam Materials (together, the “Certification Program”) is designed by Us to test Your knowledge and skills with respect to certain aspects of the BetterCloud SaaSOps services and platform. Each of Our currently available certification exams (each, an “Exam”) will test Your knowledge of the topics and will be provided to You in the manner described below.

Exam Descriptions:

BetterCloud’s Administrator Fundamentals Certification Exam will test participants on their core knowledge of the platform. Key concepts will include the differences in integration types, solving for common use cases, principles of building Alerts and Workflows, and applying best practices.

1.2. Exam Registration, Exam Materials, and the Exam

You will be permitted to register for a seat to take a Certification Exam during the designated times available through the Exam platform made available to You. Please note seats may be limited and will be provided on a first-come, first-served basis. We may provide You with additional information regarding the Exam. Following Our confirmation of Your registration and subject to Your payment of the Certification fees for each applicable Exam seat, You will be permitted to take the Exam on a designated date and time.

We may make Exam study materials generally available online for the applicable Exam (the “Exam Materials”). You are allowed to retain a single copy of the Exam Materials for Your own use to prepare for the Exam, and are not permitted to copy, modify, resell, distribute, share or make available the Exam Materials to any third parties or other individuals.

1.3 Exam

On the day of the Exam, please follow the instructions provided to You in order to access the Exam and submit Your Exam responses. Please note that We may ask You to present to Us a valid government-issued picture identification to confirm Your identity. Your registration for the Exam is non-transferable without Our written permission. You are not permitted to record, capture, or distribute the Exam or any portion or aspect of the Exam. You are not permitted to allow other individuals to view Your screen during the Exam or access the Exam without Our permission.

You may only take the Exam once during Your designated Exam date and time. After You have completed and submitted Your Exam, We will review it in accordance with Our policies to determine if Your submitted responses passed Our objective Exam standards. You must submit Your responses to the Exam within the allotted time. We will notify You of Your exam grade (i.e., pass or fail) within fourteen (14) days of Your submission.

You permit Us to disclose whether or not You successfully passed the applicable Exam to third parties, including if We are asked about the status of Your Exam results or include such information in a searchable list.

1.4 Certification Program Code of Conduct

We have a ZERO TOLERANCE POLICY for misconduct of any kind. You agree to comply with all Our rules and policies for the Exam that We make available and revise from time to time. You agree that You will not engage in any misconduct, Exam fraud, or compromise the integrity of the Exam, including cheating, or discussing the questions and/or exercises in the Exam with an individual who has already taken the Exam, or disclosing the questions and/or exercises of the Exam to any other individual (“Misconduct”).

1.5 BetterCloud Certified Designation

Upon Your receipt of written notification from Us that You have passed Your exam (“Certification Notification”) and subject to the terms of this Section, You are permitted to use a BetterCloud Certified designation and any applicable phrase, logo or graphic mark made available to You by Us, as may be modified by Us from time to time, indicating Your passing the Exam for Your personal use only by You as an individual (together, the “Certification Marks”) for a period of twenty-four (24) months from the date of the Certification Notification. You shall not modify the Certification Marks in any manner. Your use of the Certification Marks must be at all times in compliance with Our Certification Marks usage guidelines and these Terms. You agree that You will not use the Certification Marks in any manner that negatively impacts Us, or the BetterCloud Certification Program, or misconstrues the intent and meaning of the Certification Marks. If You engage in any Misconduct, We may revoke Your BetterCloud Certified designation, and You agree to immediately cease any use of the Certification Marks, including without limitation, removing the Certification Marks from Your website, LinkedIn, and resume.

1.6. Retaking the Exam

If Your responses do not pass Our objective Exam standards, You may retake the Exam at a later date, subject to Your registration for another Exam. Following the expiration of Your BetterCloud Certified designation, You must retake the then-current version of the Exam or a recertification exam which We may make available to You. You are not permitted to use the Certification Marks during the period of time between the expiration of Your BetterCloud Certified designation, and when, if applicable, You receive a Certification Notification regarding Your passing the then-current Exam.

1.7 Rescheduling or Cancellation of the Exam by You

If You are unable to take the Exam on the designated date and time in Your Exam confirmation, You may reschedule Your Exam date and time at any time up to 15 minutes before Your designated Exam date and time through the Exam platform.

All cancellations with respect to an applicable Exam must be requested through the Exam platform at least 15 minutes before Your designated Exam date and time. If Your cancellation can be processed, You will receive a refund of Your Exam fees less any applicable cancellation processing fees.

Your failure to take the Exam on the designated Exam date and time will result in Your forfeiture of the Certification Program fees and the right to schedule to take the applicable Exam.

1.8 Rescheduling or Cancellation by Us

We reserve the right to change or cancel the dates and times of the Exam, and/or the Exam content. We will use reasonable efforts to notify You of such changes in a timely manner. If We cancel a specific Exam date and/or time, You will be able to register for another Exam date and time, if applicable, or receive a refund of the Exam fees.

2. Privacy

Information related to how We collect, process, and use the personal information You submit to Us as part of Your registration for the Certification Program is included in Our Privacy Policy. We will use this information to keep You updated on information related to the Certification Program, such as scheduling the Exam. By registering to take an Exam, taking the Exam, or participating in the Certification Program, You allow us to disclose Your personal information to Our subprocessors, who help us organize and provide the Certification Program and Our products and services (as updated from time to time and We shall notify You of such changes by updating these Terms).

Sub-Processors	Contact Details	Subject Matter of the Processing
Caveon, LLC	https://caveon.com/ 6905 S 1300 E #468 Midvale, Utah 84047	Exam administration
Examity, Inc.	www.examity.com/ 153 Needham Street, Newton, MA 02464 855-392-6489	Exam integrity and environment
EdInvent Inc. (dba Accredible)	www.accredible.com 800 West El Camino Real, Suite 180, Accredible, Mountain View, CA, 94040	Digital credentials

Such third parties may have their own privacy policies that apply to their processing of Your personal information. You should review their policies.

3. Payment Terms

You agree to make payments for the fees associated with the Certification Program, if applicable, in a timely manner and in accordance with Our reasonable instructions either during the registration process or as mutually agreed upon by the parties in writing. You agree that Your registration fees are non-cancellable and non-refundable, except as set forth in these Terms. Please note that We may use a third party to process such payments, as may be listed in Section 2. You are responsible for all taxes associated with Your participation in the Certification Program.

4. Intellectual Property

We retain all rights, title, and interest in and to the BetterCloud Certification Program, Exam, Exam Materials, Certification Marks, the “BetterCloud” name, and the BetterCloud logo, and Our products and services. You grant to Us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our services any suggestion, enhancement request, recommendation, correction or other feedback provided by You relating to the Certification Program and/or Our products or services.

5. Termination

The term of these Terms shall commence when You first accept them and shall continue until they are terminated. Either party may terminate these Terms for any reason with fifteen (15) days prior written notice to the other party. In the event of termination for any reason, You must immediately discontinue Your use of any Certification Marks.

6. Assumption of Risk, Disclaimers and Limitation of Liability

To the maximum extent permitted by applicable law, We disclaim any and all representations and warranties, whether express, implied, statutory, or otherwise, related to the Certification Program. The Certification Program is provided “as-is”. We have no obligations to provide any support or maintenance for the Certification Program or Our Products or services based on Your participation in the Certification Program.

Please note that completion and/or passing an applicable Exam and receiving the BetterCloud Certified designation, for the applicable period of time, does not guarantee the actual performance of any individual, and You are strictly prohibited from making any such statements.

To the maximum extent permitted by applicable law, Our maximum aggregate liability, for all damages, losses and causes of action in connection with the Certification Program, whether in contract, tort (including negligence) or otherwise, will be the amount of the Certification Program fees, if any, paid by You. We shall not be responsible for, liable for, and no reimbursement will be issued to You for any damages, costs, or losses incurred, directly or indirectly, as a result of any modifications or cancellations for any reason, except as set forth in these Terms.

IF YOU ARE A CALIFORNIA RESIDENT, YOU EXPRESSLY WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

7. Force Majeure

In the event of a force majeure event (including but not limited to natural or public disaster, government regulation or shutdown, venue construction, travel-related problems, inclement weather, labor controversy, civil disturbance, acts or threats of terrorism, armed conflict, CDC or WHO advisories, or similar reasons beyond Our reasonable control), We reserve the right, in Our sole discretion, to cancel, reschedule, or modify the Certification Program, including the date, time, Exam medium, and content.

8. Miscellaneous

We reserve the right to modify or amend these Terms at any time in Our sole discretion by posting the revised Terms on Our website. We reserve the right to modify or discontinue the Certification Program or any part of the Program, including the Exam content, at any time, and We will use reasonable efforts to notify You of such changes in a timely manner. Your attendance and participation in the Certification Program will constitute Your acceptance of the revised Terms. Sections 1, 2, 4, 5, 6, 7, 8, and any other section which by its nature survives, will survive the expiration of these Terms. These Terms apply only between You and Us and do not confer any rights to any third party. These Terms shall be governed by the laws of the State of New York, without regard to its conflict of laws rules. The exclusive venue and jurisdiction for any and all disputes, claims and controversies arising from or relating to these Terms shall be the state or federal courts located in New York County, New York. In the event that any provision of these Terms conflicts with governing law or if any provision is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, (a) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants and restrictions of these Terms shall remain in full force and effect. No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. These Terms and all expressly referenced documents constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements or communications with respect to the subject matter hereof, including any Master Subscription Agreement, reseller or similar agreements previously executed by the parties.

9. Contact Us

If You have any questions or concerns about these Terms, please feel free to email Us at CTE@bettercloud.com.