STRONGLOOP CERTIFIED DEVELOPER AGREEMENT

This Certified Developer Agreement (“Agreement”) is entered into between StrongLoop, Inc., and the individual accepting these terms electronically, or by signing below (“Developer”). This Agreement will be effective as of (i) the date Developer electronically accepts these terms, or the date both parties execute this Agreement in writing (“Effective Date”), as applicable. StrongLoop and Developer are referred to herein individually as a “Party” and collectively as the “Parties”.

1. Purpose. Upon execution of this Agreement, StrongLoop will provide access to StrongLoop’s Confidential Information (as defined below) to Developer for the limited purpose of permitting Developer to participate in testing procedures to become a certified StrongLoop developer (the “Purpose”):

2. Testing Requirements.

2.1 Upon execution or acceptance of this Agreement, as applicable, and receipt of the applicable testing fees from Developer, Developer will be provided with login credentials to access StrongLoop’s testing site. Developer is responsible for maintaining confidentiality of such credentials as set forth herein. Developer may not permit any other person to log in using developer’s credentials.

If Developer fails an exam, Developer must wait a period of seven (7) calendar days, beginning the day after the failed attempt, before they may retake the same exam. There is no limit to the number of retakes a candidate may attempt. Retakes are not allowed after the successful completion of a test. An exam result found to be in violation of the retake policy will not be processed, which will result in no credit awarded for the exam taken. Repeat violators will be banned from participation in the StrongLoop Certification program.

2.3 StrongLoop reserves the right to take action against any individual involved in fraudulent activities, including, but not limited to, fraudulent use of vouchers or promotional codes, reselling exam discounts and vouchers, cheating on an exam (including, but not limited to, creating, using, or distributing test dumps), alteration of score reports, alteration of completion certificates, violation of exam retake policies, or other activities deemed fraudulent by StrongLoop. If StrongLoop determines, in its sole discretion, that fraudulent activity has taken place, it reserves the right to take action up to and including, but not limited to, decertification of an individual either temporarily until remediation occurs or as a permanent ban from StrongLoop Certification programs, revocation of all previous StrongLoop Certifications, notification to a candidate’s employer, and notification to law enforcement agencies. Candidates found committing fraudulent activities forfeit all fees previously paid to StrongLoop or to StrongLoop’s authorized vendors and may be required to pay additional fees for services rendered.

3. Certification. Upon successful completion of the testing requirements, StrongLoop will issue a certification to Developer. Once Developer achieves a certification, that certification does not expire. Each certification path, or the test(s) that lead to that certification may retire, but the certification remains valid at the level and version obtained by the individual. Individuals are certified when the prerequisite requirements are met, including testing. The certification is valid and associated with an individual, not a specific company.

4. Confidentiality.
All content, specifically questions, answers, and exhibits of the certification exams are the proprietary and confidential property of StrongLoop (“Confidential Information”). They may not be copied, reproduced, modified, published, uploaded, posted, transmitted, shared, or distributed in any way without the express written authorization of StrongLoop. Candidates who wish to sit for the StrongLoop exams must execute this Agreement before beginning the certification exam. This Agreement applies to all exams. Agreeing and adhering to this Agreement is required to be officially certified and to maintain valid certification. All Confidential Information is provided “as is,” and StrongLoop makes no express or implied representation or warranty regarding the accuracy or completeness of any Confidential Information. Except for the limited right to use the Confidential Information to facilitate the Purpose hereunder, no right or license of any kind to the Confidential Information or intellectual property of StrongLoop is granted or implied by this Agreement.
If StrongLoop determines, in its sole discretion, that a candidate has shared any content of an exam and is in violation of this Agreement, it reserves the right to take action up to and including, but not limited to, decertification of an individual and a permanent ban of the individual from StrongLoop certification programs, revocation of all previous StrongLoop certifications, notification to the candidate’s employer, and notification to law enforcement agencies. Candidates found in violation of this Agreement forfeit all fees previously paid to StrongLoop or to StrongLoop’s authorized vendors and may be required to pay additional fees for services rendered. Developer acknowledges that the unauthorized disclosure or use of StrongLoop’s Confidential Information by the Developer may irreparably damage StrongLoop in such a way that adequate compensation could not be obtained from damages in an action at law. Accordingly, the actual or threatened unauthorized disclosure or use of any Confidential Information shall give StrongLoop the right to seek injunctive relief restraining such unauthorized disclosure or use, without the necessity of proving actual damages, in addition to any other remedy otherwise available to StrongLoop.

Neither StrongLoop nor its authorized test delivery partner, guarantees the authenticity of discount vouchers or promotional codes obtained from any individuals or entities other than StrongLoop or the testing partner. 
Individuals or StrongLoop-affiliated partners who use certification discount vouchers or promotional codes that are fraudulent or otherwise obtained from an unauthorized source (including legitimate vouchers for attempted re-use) may risk penalties up to and including a lifetime ban on all future tests, the nullification of all previous certifications, or other program sanctions at the discretion of StrongLoop. StrongLoop will not compensate candidates for fraudulent vouchers or vouchers obtained from an unauthorized source.

5. Term. This Agreement shall be effective beginning on the Effective Date, and shall continue for a period of two (2) years. Notwithstanding the foregoing, StrongLoop shall have the right to terminate this Agreement at any time for its convenience upon thirty (30) days prior written notice to Developer. The obligations with respect to Confidential Information disclosed prior to the effective date of termination of this Agreement shall survive the termination of this Agreement.

6. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its rules of conflicts of law. Both Parties hereby consent and submit to the exclusive jurisdiction of the state and federal courts in California in all questions and controversies arising out of this Agreement. To the extent not prohibited by applicable law that cannot be waived, the Parties hereby waive, and covenant that they will not assert any right to trial by jury in any action arising in whole or in part under or in connection with this Agreement.

7. Assignment. The Developer shall have no right to assign this Agreement, or any of its rights or obligations hereunder, without the prior written consent of StrongLoop.

8. Miscellaneous. This Agreement represents the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes any other agreement or understanding, whether written or oral, that the Parties may have had with respect thereto. The provisions of this Agreement shall not be modified or amended except by a written instrument duly executed by both Parties. No waiver shall be binding unless executed in writing by the Party making the waiver. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute a single agreement.