Carnegie Mellon Robotics Academy Certification Agreement

PURPOSE

Carnegie Mellon Robotics Academy (“CMRA”) is a division of the National Robotics Engineering Center (“NREC”) of Carnegie Mellon University (“CMU”). As part of its work, the CMRA creates and disseminates curriculum intended to increase the proficiency of computer science and robotics education and grants certifications to individuals who demonstrate proficiency in a specific set of skills, abilities and knowledge relative to computer science and robotics education.

You desire to become CMRA Certified with respect to one or more Programs (as defined herein).

BY CLICKING “ I AGREE”, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS CERTIFICATION AGREEMENT (this “Agreement”).

DEFINITIONS

“Certification(s)” means the status achieved with respect to one or more of the Programs offered by the CMRA.

“CMRA Certified” means an individual who has successfully met the requirements for obtaining and maintaining Certification as set forth in Section 3.

“Educational Partner” means an organization that has entered into an agreement with the CMRA to deliver certain CMRA courses and/or services.

“Program(s)” means one or more of the certification programs offered by the CMRA under the terms specified in this Agreement. Information about each of the programs is contained within the CMRA website and its CS-STEM website, currently located at and cs2n.org respectively. Each program includes a formally documented process whereby individuals may become CMRA Certified.

CERTIFICATION

Certification Requirements. In order to obtain and maintain each Certification for a Program:

You must follow the application process and pay the requisite fee for the relevant Program as determined by the CMRA either directly or through an Educational Partner; and meet all requirements of the relevant Program including, but not limited to, pre-requisites, training requirements, testing, continuing education, principals of professional conduct, and recertification requirements, all of which are prescribed by the CMRA and made available to you through the CMRA and/or CS-STEM websites or through an Educational Partner. CMRA reserves the right to change the Program and/or the Program’s certification requirements at any time for any reason and without notice. CMRA also reserves the right to discontinue any Program for any reason at any time; and

You agree to abide by the following principals of professional conduct:

Exercise due care to understand and adhere to your professional obligations and agreements as they may relate to the CMRA products and services; and

Treat colleagues, students and others in a respectful and honest manner to preserve the collective reputation of CMRA products and services and the community of users and deliverers of those products and services; and

Avoid misrepresenting your opinions as the positions of CMRA or others; and

Avoid misleading references to CMU, including NREC and/or CMRA. For example, if you have successfully met the requirements for obtaining and maintaining a Certification for a Program, you may indicate that you are currently CMRA Certified for that Program and you have the right to use the credential “CMRA Certified” relating to the relevant Program, but you may not indicate that you are a Carnegie Mellon instructor or that you are a partner of CMU; and

Respect the confidentiality of information acquired in the performance of professional services, including student data, information, communications and identity; and

Exercise due care to perform and use the CMRA methods as they are described in CMRA materials and/or taught in CMRA authorized training courses, and act in a manner consistent with the intent of these methods and materials to preserve the validity and consistency of CMRA products and services; and

Exercise due care to report results from the delivery of services completely, objectively, and accurately to all affected stakeholders to preserve the validity of data, your work, and our collective reputation; and

Respect the ownership of others’ intellectual property, including Carnegie Mellon’s and CMRA’s intellectual property, and stay informed of, and comply with, applicable laws to preserve the integrity of your work and that of CMRA products and services.

You must remain sponsored by an Educational Partner (if applicable); and

You must accept the terms of this Agreement and any new versions or updates to this Agreement as and when the CMRA may request from time to time.

Issuance of Certificate. Once you have met all of the initial certification requirements for the relevant Program or Programs, including the acceptance of this Agreement, the CMRA Certification administrator will issue a Certificate or Certificates to you evidencing that you are CMRA Certified for the particular Program or Programs. Notwithstanding anything in this Agreement to the contrary, the CMRA reserves the right to refrain from granting your Certification(s) if the CMRA believes that your Certification(s) will adversely affect the CMRA or is not in the best interests of the CMRA or for similar reasons.

Expiration of Certification/Renewal Requirements. Certifications for most Programs expire two (2) years after issuance and must be renewed in accordance with the renewal criteria for the relevant Program as determined by the CMRA. Notwithstanding anything in this Agreement to the contrary, the CMRA reserves the right to refrain from renewing your Certification(s) if the CMRA believes that your Certification(s) will adversely affect the CMRA or is not in the best interests of the CMRA or for similar reasons.

CMRA Certification(s) are not equivalent to CMU course credit and do not entitle the CMRA Certified credential holder to any CMU course credit and/or any employment or student status at CMU.

TERM AND TERMINATION

Term. This Agreement becomes effective when you click the “I agree” button. Your Certification(s) become effective on the date on which you receive notice from the CMRA Certification administrator that CMRA has determined that you have met all the initial requirements necessary to receive Certification in a particular Program and shall continue in effect until all of the CMRA Certification(s) have expired or have been revoked, subject to suspension as provided below.

SUSPENSION OF CERTIFICATION

Causes for Suspension. The CMRA may suspend one or more of your Certifications, upon written notice to you, effective as of the date specified in such notice, if:

The CMRA determines, in its sole discretion, that the quality of your delivery of CMRA services does not meet the quality guidelines for the relevant Program as set forth by the CMRA; or that you have failed to follow the policies, procedures, and methods as specified by the Program; or that you no longer meet the certification requirements necessary to maintain the Certification for the relevant Program (for example, by failing to adhere to the principals of professional conduct); or that you did not meet the initial certification requirements necessary to obtain the relevant Certification(s).

You are delinquent in the payment of any fees due to the CMRA; or

You are no longer sponsored by an Educational Partner (if applicable); or

You are in breach of any of the terms of this Agreement and you fail to cure such breach within fifteen (15) days after written notice from the CMRA.

Effect of Suspension. Upon the effective date of your suspension, all of your rights to deliver CMRA services under the relevant Program shall be suspended and you shall be prohibited from delivering those services unless and until your suspension is lifted by the CMRA. In addition, the CMRA shall notify your sponsoring Educational Partner of your suspension, if applicable, and your right to use the credential “CMRA Certified” (relating to the relevant Program) is suspended.

REVOCATION OF CERTIFICATION

Causes for Revocation. The CMRA may revoke one or more of your Certifications, upon written notice to you, effective as of the date specified in such notice, if the CMRA determines, in its sole discretion, that:

You have failed to follow the policies, procedures, and methods as specified by the Program; or that you no longer meet the certification requirements necessary to maintain the Certification for the relevant Program (for example, by failing to adhere to the principals of professional conduct); or that you did not meet the initial certification requirements necessary to obtain the relevant Certification(s); or

You have had one or more Certifications (whether for the same or different Programs) suspended two (2) times prior to the recent event or action for which suspension is authorized; or

You have participated in any action that compromises the integrity and confidentiality of any examination or the relevant Program quality.

Effect of Revocation. Upon the effective date of your revocation:

Your right to deliver CMRA services under the relevant Program is terminated; and

Your right to use the credential “CMRA Certified” (relating to the relevant Program) is terminated; and

Your name will be removed from the relevant directory as a CMRA Certified individual for the relevant Program; and

CONFIDENTIALITY AND INTELLECTUAL PROPERTY OWNERSHIP AND USE

Confidentiality. You agree to retain in confidence all information and know-how obtained from the CMRA during the Certification process and during your tenure as a CMRA Certified individual. This information includes, but is not limited to, certification materials and exam questions. You agree that the contents of all Certification exams are confidential and that the disclosure of any such information would compromise the integrity of the Program and of Certifications and, therefore, any such disclosure may result in the revocation of your Certification or Certifications, in addition to all other legal and equitable actions and remedies available to the CMRA. Your obligations of confidentiality survives the expiration or termination of this Agreement for any reason.

Intellectual Property Ownership. CMU retains all rights, title and interest in and to all CMRA Programs and related information, content, data, exams, materials, and all copyrights, patent rights, trademark rights and other proprietary rights therein.

Use of Marks. Except as provided under this Agreement, you agree you do not have any rights or any title whatsoever in or to CMU’s trademarks or trade names. You shall neither register nor use any CMU trademarks or trade names. You may identify yourself as CMRA Certified for the Programs in which you are certified. Any reference to CMU, NREC and/or CMRA beyond what is granted by this Agreement may only be done with express written permission from an authorized representative of CMU.

LIMITATION OF LIABILITY/INDEMNIFICATION

ANY AND ALL INFORMATION, MATERIALS, SERVICES, INTELLECTUAL PROPERTY AND OTHER PROPERTY AND RIGHTS GRANTED AND/OR PROVIDED BY CMRA TO YOU ARE GRANTED AND/OR PROVIDED ON AN “AS IS” BASIS. CMU (INCLUDING NREC AND CMRA) MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER, AND ALL SUCH WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CMU (INCLUDING NREC AND CMRA) DOES NOT MAKE ANY WARRANTY OF ANY KIND RELATING TO EXCLUSIVITY, INFORMATIONAL CONTENT, ERROR-FREE OPERATION, RESULTS TO BE OBTAINED FROM USE, FREEDOM FROM PATENT, TRADEMARK AND COPYRIGHT INFRINGEMENT AND/OR FREEDOM FROM THEFT OF TRADE SECRETS. YOU ARE PROHIBITED FROM MAKING ANY EXPRESS OR IMPLIED WARRANTY TO ANY THIRD PARTY ON BEHALF OF CMRA, NREC AND/OR CMU RELATING TO ANY CMRA PROGRAMS, MATERIALS OR PRODUCTS.

CMU (INCLUDING NREC AND CMRA) SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY REASON WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING ANY BREACH OF THIS AGREEMENT) FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF CMRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR HAS GAINED KNOWLEDGE OF THE EXISTENCE OF SUCH DAMAGES.

CMU’S (INCLUDING NREC AND CMRA) MAXIMUM LIABIILITY FOR ANY REASON WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT IN THE AGGREGATE IS LIMITED TO THE FEES ACTUALLY PAID DIRECTLY BY YOU TO CMU FOR YOUR CERTIFICATION(S).

Indemnification. You agree to defend, indemnify and hold harmless CMU (including NREC and CMRA) and its trustees, officers, employees, attorneys and agents from and against any and all liability, damage, loss or expense (including reasonable attorneys fees and expenses) incurred by or imposed upon any of CMU (including NREC and CMRA) and/or its trustees, officers, employees, attorneys and agents in connection with any claim, suit, action or demand arising out of or relating to any exercise of any right or license granted or provided to you under this Agreement and/or any Certification Program under any theory of liability (including without limitation, actions in the form of tort, warranty, or strict liability, or violation of any law, and regardless of whether such action has any factual basis).

ASSIGNMENTS

You may not assign or transfer this Agreement or any right, license or obligation hereunder, in whole or in part. Any attempted assignment or transfer in violation of this Agreement shall be null and void and without effect.

MISCELLANEOUS

Waiver and Modification. You waive any right to challenge the validity and enforceability of this Agreement on the grounds that it was transmitted and entered into electronically. You agree that the entering into of this Agreement electronically is equivalent to signing this Agreement. Failure by either of us to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement will be effective only if in writing and signed by both you and authorized representatives of the CMRA.

Severability. If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of this Agreement will be enforced to the maximum extent permissible so as to effect the intent of the provision, and the remainder of this Agreement will continue in full force and effect.

Governing Law. This Agreement shall be governed by and construed under the laws of the Commonwealth of Pennsylvania, without regard to conflicts of law provisions in that or any other jurisdiction.

Disputes. All claims and/or controversies of every kind and nature arising out of or relating to this Agreement shall be settled (1) at CMRA’s election, by binding arbitration

administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and, in such case (a) the arbitration proceedings shall be conducted before a panel of three arbitrators, with each party selecting one disinterested arbitrator from a list submitted by the AAA and the two disinterested arbitrators selecting a third arbitrator from the list, (b) each party shall bear its own costs of arbitration, (c) all arbitration hearings shall be conducted in Allegheny County, Pennsylvania, and (d) the provisions hereof shall be a complete defense to any suit, action or proceeding instituted in any Federal, state or local court or before any administrative tribunal with respect to any claim or controversy arising out of or relating to this Agreement and which is arbitrable as provided in this Agreement, provided that either party may seek injunctive relief in a court of law or equity to assert, protect or enforce its rights in any intellectual property and/or proprietary or confidential

information as described in this Agreement, or (2) in the event that CMRA does not elect binding arbitration as permitted in point (1) above, exclusively in the United States District Court for the Western District of Pennsylvania or, if such Court does not have jurisdiction, in any court of general jurisdiction in Allegheny County, Pennsylvania and each party consents to the exclusive jurisdiction of any such courts and waives any objection which such party may have to the laying of venue in any such courts.

Notices. It is your responsibility to maintain a current address with the CMRA. All notices required to be given to you under this Agreement will be delivered to the last address that you provide to the CMRA.

Entire Agreement. This Agreement constitutes the entire agreement concerning the Certification(s) for the Program(s) achieved or desired by you, and supersedes all previous agreements and understandings relating to that subject matter, whether oral or in writing.

YOU HEREBY REPRESENT TO THE CMRA THAT YOU (1) HAVE READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT AND (2) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND (3) ACKNOWLEDGE THAT THE CMRA IS RELYING ON SUCH REPRESENTATIONS IN GRANTING CERTIFICATION(s) TO YOU.

©2018 Carnegie Mellon University | 4377 | 02.15.2018