NVIDIA Technical Certification Agreement

NVIDIA TECHNICAL CERTIFICATION AGREEMENT

Last Updated: January 27, 2022

IMPORTANT NOTICE – READ CAREFULLY: THIS NVIDIA TECHNICAL CERTIFICATION AGREEMENT IS THE AGREEMENT WHICH GOVERNS YOUR PARTICIPATION IN NVIDIA’S TECHNICAL CERTIFICATION PROGRAM (THIS “AGREEMENT”). CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE DECIDING WHETHER TO ACCEPT OR DECLINE THIS AGREEMENT. BY SELECTING THE CHECK BOX BELOW AND PROCEEDING TO PAYMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ITS TERMS AND CONDITIONS. YOU ARE DEEMED TO HAVE ACCEPTED THIS AGREEMENT IF YOU REPRESENT YOURSELF AS NVIDIA CERTIFIED OR USE ANY OF THE CERTIFICATION PROGRAM BENEFITS. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT SELECT THE CHECK BOX BELOW. IF YOU DO NOT SELECT THE CHECK BOX BELOW, YOU WILL NOT BE PERMITTED TO TAKE ANY EXAMINATION OR RECEIVE A CERTIFICATE. THIS AGREEMENT IS A LEGAL AND BINDING DOCUMENT AND IS ENTERED INTO BETWEEN YOU AND NVIDIA CORPORATION AND ITS AFFILIATES (“NVIDIA”) AS OF THE DATE OF YOUR ACCEPTANCE (“EFFECTIVE DATE”).

• Definitions. 

1. 1. “Account” means a user account that you create for purposes of participating in the Certification Program. You will be prompted to create your Account upon payment of the examination fee. Your Account information will be processed by NVIDIA and its Testing Delivery Partner. 

1. “Certificate” means a digital badge and any accompanying documentation issued to you by or on behalf of NVIDIA that states your Certification Designation and that you have successfully passed the examination.

1. “Certificate Credential Entity” means the entity engaged by or on behalf of NVIDIA to administer Certificates.

1. “Certification Designation” means the specific track and tier of the Certification Program that is granted to you upon passing the examination and completing all applicable certification requirements. For example, a Certification Designation may indicate a track of AI in the Datacenter and a tier of Associate. 

1. “Certification Program” means NVIDIA’s technical certification program described under this Agreement, which includes examinations, subject matter certification, and the availability of various benefits. 

1. “Certification Program Website” means the Certification Program landing page, which is located at: https://academy.nvidia.com/en/certification-center/

1. “Certified” means you have passed the examination and have achieved and maintained compliance with the requirements set out in this Agreement for entitlement to use the applicable Certificate and Certification Designation under the Certification Program.

1. “Confidential Information” means any information that you receive in connection with this Agreement whether received in a tangible format or by oral or visual means. Confidential Information includes, without limitation, (i) information that should be reasonably considered to be confidential, given the nature of the information or the circumstances surrounding its disclosure, (ii) the contents of any examination and all related information including without limitation, any questions, answers, worksheets, computations, drafts, workings, drawings, diagrams, schematics, the length or number of examination segments or questions, any changes to the contents of an examination, or any communication regarding or related to the examination, and (iii) any copies, notes, analyses, compilations, studies, interpretations, and summaries of such information. Confidential Information excludes information that: (a) was already known by you through lawful means without an obligation of confidentiality before you received the information as evidenced by written records predating the disclosure; (b) is readily accessible to the public on or after the date of disclosure to you other than through your breach of this Agreement and without using the Confidential Information itself to locate the same in a public source (except that this exception applies only after the information becomes so readily accessible); (c) was rightfully received by you without restriction on disclosure from a third party entitled to make such a disclosure (except that this exception applies only after you receive the information from the third party); (d) was independently developed by you without using any Confidential Information as directly evidenced by your written records created concomitantly with that development; or (e) is approved for release or disclosure by written authorization from NVIDIA.

1. “Logo” means the NVIDIA logo used in your Certificate or other NVIDIA logo authorized by NVIDIA in writing for you to use under the Certification Program. 

1. “Personal Data” means any information which alone or in combination with other information may be used to identify a living person and is processed by or on behalf of NVIDIA. Personal Data may include, but is not limited to, name, address, phone number, fax number, email address, financial information or profile, governmental identifier, credit card information, unique identifier, biometric information, IP address, and any expression of opinion about an individual, or indication of intentions in respect of an individual.  

1. “Testing Delivery Partner” means the entity engaged by NVIDIA to administer the examination.

• Scope of NVIDIA’s Certification Program.

1. 1. Overview. To participate in NVIDIA’s Certification Program, you must pass the examination and remain in full compliance with all of the terms and conditions of this Agreement. If you pass the examination, complete all certification requirements, and claim your Certificate, you may use the Certificate, along with your Certification Designation and NVIDIA Logos, to promote yourself on your resume, social media platforms, and business cards. The most current certification requirements for your applicable Certification Designation may be found on the Certification Program Website.

1. Process. The Certification Program’s procedural details are as follows:

• If you accept this Agreement, you may proceed with payment for the examination. 
• Once you have paid the examination fee, NVIDIA will provide your name and email address to the Testing Delivery Partner. You will then receive an email from the Testing Delivery Partner requesting that you create an Account with that Testing Delivery Partner. 
• Once you create an Account with the Testing Delivery Partner, you will be able to schedule an examination appointment. You will need to complete certain system checks, if applicable, and an examination appointment check-in with the Testing Delivery Partner. Prior to commencement of the examination session, the Testing Delivery Partner will verify your identity using a method chosen by NVIDIA. You will not be permitted to take the examination if you are unable to pass the identity verification process. 
• If you choose to take an examination online remotely, you will need to install a browser extension provided by the Testing Delivery Partner so that the proctor is able to communicate with you, monitor and record your examination session, and ensure that you are not able to use your computer, other devices, or materials to violate the examination rules, such as by consulting other resources for examination answers or harvesting examination content. This will involve monitoring you and your computer in real time throughout the examination session such that your face, desk, workspace, and voice will be recorded for examination security and test integrity purposes. You will be monitored and recorded at your location by video, audio, and other technological means such that all activity at your location will be visible to the proctor. The Testing Delivery Partner will process your Personal Data including personal details provided (such as name and email address), qualifications, education, assessment details, any data captured during the examination session, including identification, monitoring data, answers to examination questions, results of the examination, and records of technical support. At the end of the examination (following final review and confirmed submission), to stop recording you must disconnect from the Testing Delivery Partner’s browser plug-in and the browser itself. 
• In the event any conduct is detected during the examination session that is contrary to the terms and conditions of this Agreement, you understand and agree that the examination may be paused or terminated without refund and that a report will be provided to NVIDIA. The Testing Delivery Partner will share the results of your examination including Personal Data with NVIDIA. 
• Upon submission of the examination, you will receive immediate on-screen feedback as to whether you passed or failed the examination..
• If you pass the examination, you will receive a notification email from the Testing Delivery Partner. The Testing Delivery Partner will provide your name and email address to the Certificate Credential Entity. You will receive an email from the Certificate Credential Entity requesting you to create an account to claim your Certificate. You do not have to claim your Certificate, but to do so you must follow the steps to create an account with the Certificate Credential Entity. 
• Once you have received your passing score of the examination, you may begin using your Certification Designation as permitted under this Agreement. 
• Once you have received your passing score of the examination and claimed your Certificate, you may begin using your Certificate and the Logos as permitted under this Agreement. 

• Policies. You agree to comply with the following policies and requirements:

1. 1. NVIDIA’s trademark policy located at https://www.nvidia.com/en-us/about-nvidia/company-policies/, incorporated by reference (the “NVIDIA Trademark Policy”).

1. NVIDIA’s examination policies, procedures, guidelines, and rules, located at https://academy.nvidia.com/en/exam-policy/ , incorporated by reference (the “NVIDIA Examination Policy”). 

1. Ensure that your Personal Data is kept up to date in your Account, even if you elect not to receive day-to-day communications from NVIDIA, so that NVIDIA may contact you regarding this Agreement. 

1. Promptly report anyone who breaches any rules applicable to the Certification Program at educert@nvidia.com.

1. Not engage in any of the prohibited behavior described in Schedule A, attached and incorporated by reference.

• Data Protection. 

1. 1. Collecting, Processing, Using, and Sharing Personal Data. You agree and understand that it is necessary for NVIDIA, the Testing Delivery Partner, and the Certificate Credential Entity to collect, process, use, and share your Personal Data in order to process your examination orders, examination scores, and Certificates, and to confirm your compliance with NVIDIA’s policies. 

1. Sharing Your Personal Data with Third Parties. 
   1. NVIDIA often receives requests for verification of Certification Designation status of individuals from third parties outside of the Certification Program, including from existing or potential employers. Such requests may come directly from the third party with or without proof of your authorization. By accepting this Agreement, you hereby acknowledge and consent that NVIDIA and its authorized agents may, but are not obligated to, provide information to such third parties about your Certification Designation status, including information regarding any revocation by NVIDIA of your Certification Designation.

1. In addition to the permitted disclosures stated herein, NVIDIA may share your information in the following ways: (i) to comply with applicable laws or any judicial or regulatory requests (including, without limitation, to comply with any subpoenas or court orders), (ii) to exercise NVIDIA’s legal rights or defend against legal claims related to this Agreement, (iii) to investigate, prevent, or take action regarding actual or suspected fraudulent or unlawful activities and/or brand protection matters (such as use of NVIDIA’s trademark without a license), and/or (iv) situations involving potential threats to the physical safety of any person. NVIDIA may, at its sole discretion, or will, as required by applicable law, notify you as to what information has been provided to relevant third parties. 

1. Privacy Policies. Please review the NVIDIA Privacy Policy, located at https://www.nvidia.com/en-us/about-nvidia/privacy-policy/, which explains NVIDIA’s policy for collecting, processing, using, and sharing data.  

When you are registering for accounts with the Testing Delivery Partner and/or the Certificate Credential Entity, you are also encouraged to review the privacy statements on those sites so that you understand how they may collect, use, and share your data. NVIDIA is not responsible for the privacy statements or practices of sites and services controlled by other companies or organizations.

For any inquiries regarding your personal data, or to exercise your data subject rights, please contact educert@nvidia.com or contact the Certificate Credential Entity directly, as applicable.

1. Transfer of Personal Data. In order to deliver and administer the Certification Program, NVIDIA, as a global organization, may transfer your Personal Data to NVIDIA in the United States, to any NVIDIA affiliate worldwide, or to third parties, (e.g., Testing Delivery Partners) located in various countries around the world. By using our websites or by providing any Personal Data to NVIDIA, directly or indirectly, you acknowledge and agree that NVIDIA may transfer, store, and process such Personal Data outside of your country of residence, where data protection standards may be different and where there is an absence of an adequacy decision by the European Commission, in each case as applicable law permits.  

• Examinations and Scores.

1. 1. Action for Noncompliance. Following completion of your examination, NVIDIA and/or the Testing Delivery Partner may review your examination record for scoring accuracy, evidence of possible misconduct, and response patterns that may suggest your scores do not represent a valid measure of your knowledge or competence as sampled by the examination (“Measurement Error”). NVIDIA reserves the right to invalidate your examination if the review of your examination record reveals (i) scoring inaccuracies (attributable to NVIDIA or to the Testing Delivery Partner), (ii) response patterns indicative of possible misconduct on your part, or (iii) response patterns indicative of possible Measurement Errors. If NVIDIA determines that your examination is invalid due to scoring errors or Measurement Errors, you will be advised of options for retaking the examination. If NVIDIA determines that your examination is invalid due to possible misconduct on your part, NVIDIA reserves the right (without refund of any kind) to consider your actions in violation of this Agreement and deny you any further participation in the examination, revoke any existing Certificates, and any other rights previously conferred on you by NVIDIA, and to permanently bar you from any further participation in the Certification Program.

1. No Misconduct. 
   1. You agree that you will not (i) falsify your identity or impersonate another individual, (ii) forge any Certification Designation, Certificate, examination score report, identification card, or any other examination record, (iii) engage in fraudulent conduct or misrepresent yourself as Certified when you have not successfully met the applicable certification requirements, (iv) misuse or disclose to another person your testing id number, member site username and/or password, or any other Certification Program identities, (v) copy, resell, distribute, or misuse any examination voucher or discount, (vi) use any examination voucher or discount obtained from an unauthorized source, or (vii) engage in any other misconduct that could be considered by NVIDIA, in its sole discretion, as compromising the integrity, security, or confidentiality of the examination or the Certification Program.  
   2. You agree to adhere to all Certification Program rules and to not, at any time, whether for your benefit or the benefit of others, engage in any action to subvert or attempt to subvert the examination process.  
   3. You agree that you will not copy, publish, offer to sell, sell, publicly perform or display, distribute in any way, or otherwise transfer, modify, make derivative works thereof, reverse engineer, decompile, disassemble, or translate any examination or part thereof. 

1. Retake Policy. You agree to comply with NVIDIA’s examination retake policy when retaking any examination that you previously failed. Retaking a passed examination is prohibited. The retake policy is described in the NVIDIA Examination Policy. 

1. Certification Examination Materials. NVIDIA and its Testing Delivery Partner may impose restrictions or regulations governing the use of any materials that you may bring into the examination area and/or refer to during the examination. You agree to return any such examination material to NVIDIA or the Testing Delivery Partner, as may be directed upon completion of the examination. 

• Certificate, Certification Designation, and Logo Use Authorization.  

1. 1. Certificate and Logo Grant. Upon claiming your Certificate and receipt of your passing score of the examination, and conditioned upon your compliance with Sections 3, 5.2, 6.3, 6.4, 6.5, and 12, NVIDIA grants you a non-exclusive, non-transferable, non-assignable, non-sub licensable, worldwide, personal, revocable right to use your Certificate and the Logos solely for Permitted Uses. “Permitted Uses” means to promote your qualifications related to the use of the applicable product line, solution, or technology in connection with the Certification Program, and for no other purpose, on your social media platforms and other websites, resume, business cards, marketing collateral, and letterhead solely in relation to the NVIDIA product line, solution, or technology for which you have a current, valid Certification Designation.  

1. Certification Designation Authorization. Upon receipt of your passing score of the examination and conditioned upon your compliance with Sections 6.3 and 6.4, you may use your Certification Designation solely for the Permitted Uses.  

1. Certificate, Certification Designation, and Logo Requirements. In order to use your Certificate, your Certification Designation, and/or the Logos, you must (i) accept the terms and conditions of this Agreement, (ii) pay the applicable examination fee(s), (iii) pass all required examinations specified on the Certification Program Website for the applicable Certification Designation, (iv) comply, and maintain compliance, with all certification requirements specified on the Certification Program Website for the applicable Certification Designation, and (v) keep your contact information up to date in your Account. In order to use the Logos, you must fully comply with the NVIDIA Trademark Policy and this Agreement. NVIDIA may alter or add additional Logos, or revise the policies, from time to time at its sole discretion by posting the most current version on the respective website. 

1. Restrictions. You may not use or reproduce the Logos in any manner whatsoever other than as described herein and in the NVIDIA Trademark Policy. You shall not use the NVIDIA Certification Designations or Logos in a manner that derogates from the rights of NVIDIA in the NVIDIA Certification Designations and Logos and you shall not take any action that may diminish, tarnish, or otherwise damage NVIDIA’s image or reputation, or the goodwill associated with the rights of NVIDIA, in the NVIDIA Certification Designations and Logos during the term of this Agreement or after its termination or expiration. Nothing in this Agreement shall authorize you to use any NVIDIA trademarks, service marks, or logos except as expressly specified in this Agreement and all other terms and policies referenced herein.   

1. Sample Review. Upon request, you agree to promptly provide NVIDIA at your expense samples of any materials bearing the Logo. You agree not to file any application to register any trademark, service mark, or domain name for the Logo or any other mark confusingly similar to the Logo, and to not use NVIDIA trademarks or potentially confusing variation of NVIDIA trademarks as part of your company name, product or service names, or domain names. You agree to not interfere with or bring any kind of action or legal or administrative proceeding in relation to the rights and title of NVIDIA in or to the Logo or any other NVIDIA trademarks or logos.  

• Modifications to Certification Requirements or the Certification Program.

1. 1. Certification Program Changes. NVIDIA may change the Certification Program at any time without notice. Accordingly, it is your responsibility to review the Certification Program Website as often as is required for you to keep up to date with the requirements of the Certification Program. Such changes may include, without limitation, changing Logos, adding or deleting available Certification Designations, changing certification or re-certification requirements, changing recommended and/or required training courses, specifying an expiration of any Certification Designation, and changing examination factors, such as, passing scores, time allowed for examination, delivery platform for any examination, examination objectives, and how and when examination scores are issued. You must comply with the changed requirements within the period of time designated by NVIDIA to stay in compliance with any modified compliance requirements. Any failure to comply with all applicable certification requirements will result in termination of this Agreement.

1. Certification Term. The term during which you may use your applicable Certification Designation will commence upon receipt of your passing score of the examination and will continue for the period defined for that Certification Designation as set forth on the Certification Program Website, unless earlier expired by NVIDIA (the “Certification Term”). 

1. Continuing Certification Requirements. If you are required to complete any continuing certification requirements to maintain your Certification Designation, you must do so prior to the end of your Certification Term or by the period of time indicated on the Certification Program Website, whichever is sooner. If you do not complete such continuing certification requirements by the end of the designated time period, your Certification Designation will terminate. NVIDIA will publicly announce any such requirements and set reasonable deadlines for achieving those requirements in order for you to maintain Certified status. Furthermore, NVIDIA may, without cause or notice, require you to update your Certification Designation by requesting you to re-take any or all applicable examinations and/or accept a new version of this Agreement. 

• Certification of Minors. 

1. 1. Requirements for Minors. If you are under the age of 13 years old, you are not eligible for taking an examination under the Certification Program. If you are between 13 and 17 years old (“Minors”), you may (subject to all applicable laws) be eligible to participate in the Certification Program, but you must have this Agreement (or a permission document provided separately at the time of examination) countersigned by your parent or legal guardian and deliver one copy electronically via Docusign or via e-mail to educert@nvidia.com (“Parental Permission”). For any person participating at a location that requires by law a lower minimum age for entry into such programs, then the minimum age limit for that person will be the stated minimum required age. NVIDIA reserves the right to impose additional restrictions to comply with local data protection laws. 

If you are a Minor, you are not eligible to complete your examination until the Certification Program sends you an email confirming receipt of the signed Parental Permission. Minors must bring a copy of the receipt to the testing center or have it available if taking the examination remotely in order to take any examination. Examinations completed by a Minor without the signed Parental Permission are void and invalid.   

1. IDENTITY VERIFICATION. NVIDIA RESERVES THE RIGHT TO USE ANY TECHNOLOGIES AND METHODS TO VERIFY YOUR IDENTITY AND PROTECT AGAINST FRAUD AND ABUSE. SUCH TECHNOLOGY MAY INCLUDE, WITHOUT LIMITATION, PERSONAL DATA, IDENTIFICATION NUMBERS, PHOTOGRAPHIC INFORMATION, AND SIGNATURE VERIFICATION. YOU HEREBY REPRESENT AND WARRANT TO NVIDIA THAT: (1) YOU HAVE READ AND UNDERSTOOD THE TERMS OF THIS AGREEMENT AND (2) BY THE TIME AND DATE OF THE EXAMINATION, YOU ARE OR WILL BE EIGHTEEN YEARS OF AGE OR OLDER (OR IF YOU ARE OR WILL BE BETWEEN 13 AND 17 YEARS OLD, YOU WILL NOT TAKE THE EXAMINATION UNTIL YOU HAVE RECEIVED A RECEIPT FROM NVIDIA INDICATING NVIDIA HAS RECEIVED YOUR PARENTAL PERMISSION). YOU ACKNOWLEDGE NVIDIA IS RELYING ON ALL SUCH REPRESENTATIONS AND WARRANTIES IN GRANTING YOU A CERTIFICATE. NVIDIA SHALL HAVE THE RIGHT TO DENY A CERTIFICATE SHOULD YOU FAIL TO MEET THESE REQUIREMENTS OR IN THE EVENT OTHERWISE PROHIBITED BY LOCAL LAW.  

• Representations and Warranties.

1. 1. Your Representations. You represent and warrant to NVIDIA that (i) you will not harm the goodwill or reputation of NVIDIA or its products or services, (ii) you will not employ deceptive, misleading, or unethical practices in the services you provide and the business you conduct as a Certified individual, (iii) you will not make any representations, warranties, or guarantees to customers on behalf of NVIDIA, (iv) you will comply with all applicable national, federal, and local laws and regulations (including, but not limited to laws regulating your professional status and licensing requirements and U.S. export regulations) and all other applicable governmental laws, statutes, and regulations, (v) you will comply with all intellectual property and proprietary rights protections for NVIDIA products and services, and (vi) you will not disassemble, decompile, reverse engineer, or otherwise reduce or seek to derive the object code for NVIDIA software and/or tools to a human readable (source code) form.

1. Disclaimer of Warranties. NVIDIA makes no warranties or conditions of any kind, express, implied, or statutory, related to or arising in any way out of this Agreement or your participation in the Certification Program. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NVIDIA SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY OR IMPLIED WARRANTIES RELATING TO THIS AGREEMENT, THE CERTIFICATION PROGRAM, AND THE EXAMINATION, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF ANY THIRD PARTY RIGHTS.

• Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, NVIDIA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE AMOUNTS PAID BY YOU FOR THE EXAMINATION FEE. IN NO EVENT SHALL NVIDIA OR ANY AFFILIATE OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF REVENUE, LOSS OF ACTUAL OR ANTICIPATED PROFITS (INCLUDING LOSS OF PROFITS ON CONTRACTS), LOSS OF THE USE OF MONEY, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, LOSS OF REPUTATION, LOSS OF, DAMAGE TO, CORRUPTION OF, OR COMPROMISE OF DATA, OR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE CAUSED, ARISING FROM, OR RELATED TO THE EXAMINATION, YOUR CERTIFICATION, FAILURE TO ACHIEVE CERTIFICATION, OR USE OF OR INABILITY TO USE THE NVIDIA LOGOS OR CERTIFICATION DESIGNATIONS, OR ARISING FROM OR RELATED TO THE TERMINATION OR REVOCATION OF YOUR CERTIFICATION, EVEN IF NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

You acknowledge and agree that neither NVIDIA nor the Testing Delivery Partner will have any liability to you for any claim in any way related to the examination, including without limitation, registration, identity verification, the testing environment, delivery of the examination, examination fees, or the accuracy, timeliness, or reporting of certification examination results.   

• Indemnification. You agree that NVIDIA shall have no liability to you or any of your employees, agents, clients, or customers and that you shall defend, indemnify, and hold NVIDIA, its affiliates, and their respective officers, directors, employees, agents, representatives, successors, and assigns harmless from and against any and all actions, demands, claims, damages, expenses (including attorneys’ fees and court costs), and/or liabilities (including, but not limited to, personal injury or product liability claims) arising out of or related to: (i) your use of the Confidential Information, Logos, or Certification Designations in a manner which is in any way inconsistent with the terms of this Agreement, (ii) the performance, promotion, sale, or distribution of your services as a Certified individual, (iii) any personal injury, property damage, or other claims which are caused, directly or indirectly by you, (iv) your breach of any obligations or warranties under this Agreement, and (v) the termination of this Agreement by NVIDIA pursuant to the terms herein. Some jurisdictions do not allow limitations of liability in certain circumstances (for instance, in the event of death, personal injuries, gross negligence or willful misconduct) so the foregoing indemnity may not apply to you. In the event NVIDIA seeks indemnification from you under this provision, NVIDIA will promptly notify you in writing of the claim(s) for which NVIDIA seeks indemnification. NVIDIA reserves the right, at its option and sole discretion, to assume full control of the defense of such claim(s) with legal counsel of its choice. You may not enter into any third party agreement which would, in any manner whatsoever, affect the rights of, or bind, NVIDIA in any manner, without the prior written consent of NVIDIA. In the event NVIDIA assumes control of the defense of such claim(s), NVIDIA shall not settle any such claim requiring payment from you without your prior written approval. Upon NVIDIA’s request, you shall reimburse NVIDIA for any expenses reasonably incurred by NVIDIA in defending such a claim, including, without limitation, attorney’s fees and costs, as well as any judgment on or settlement of the claim in respect to which the foregoing relates.   

• Confidentiality.  

1. 1. You agree to hold the Confidential Information in confidence and take all reasonable precautions to protect it with at least the same degree of care that you use to protect your own confidential and proprietary information of similar importance, but no less than a reasonable degree of care. You shall not use the Confidential Information at any time during the term or after the termination of this Agreement, except for the sole purpose of complying with this Agreement.  
   2. You are expressly prohibited from disclosing, publishing, reproducing, or transmitting any Confidential Information, in whole or in part, in any form or by any means, oral or written, electronic or mechanical, for any purpose to any person(s), including without limitation, to an NVIDIA employee not affiliated with the Certification Program. You may disclose Confidential Information to the extent required by law, provided you make reasonable efforts to give NVIDIA notice of such requirement prior to any such disclosure and take reasonable steps to obtain protective treatment of the Confidential Information.   
   3. If you disclose Confidential Information in violation of this Agreement or you otherwise undermine the integrity and security of the Certification Program, including without limitation, by accessing the examination or Confidential Information in violation of this Agreement or by otherwise breaching this Agreement, NVIDIA reserves the right to revoke your Certification Designation and Certificate and you will be permanently ineligible for any Certificate and shall be decertified from the Certification Program and all current Certifications associated with the Certification Program.  
   4. You have no obligation to provide Feedback to NVIDIA. However, NVIDIA and/or its affiliates may use and include any Feedback that you provide to improve the Certification Program or other NVIDIA products, services, technologies, or materials. Accordingly, if you provide Feedback, you agree that NVIDIA and/or its affiliates may at their option, and may permit its licensees, to make, have made, use, have used, reproduce, sell, license, distribute, sublicense, transfer, and otherwise commercialize the Feedback without the payment of any royalties or fees to you. All Feedback becomes the sole property of NVIDIA and may be used in any manner NVIDIA sees fit, and you hereby assign to NVIDIA all of your right, title, and interest in and to any Feedback. NVIDIA has no obligation to respond to Feedback or to incorporate Feedback into the Certification Program. “Feedback” means any and all suggestions, feature requests, comments, or other feedback relating to the Certification Program, including possible enhancements or modifications thereto.

• Intellectual Property Ownership. NVIDIA retains all rights, title, and interest in and to all information, content, and data contained in examinations, all Logos, Certificates, Certification Designations, and the Certification Program, all Confidential Information and related information, and all copyrights, patent rights, trademark rights and other proprietary rights therein (collectively “NVIDIA Proprietary Information”). All rights in NVIDIA Proprietary Information are expressly reserved to NVIDIA. NVIDIA may pursue all available remedies to protect NVIDIA Proprietary Information, which may include, without limitation, prosecution to the maximum extent possible under applicable law(s) and to seek, to the fullest extent of applicable law, civil and criminal penalties. Except as expressly set forth herein, no rights or licenses to NVIDIA Proprietary Information are implied or granted under this Agreement. You acknowledge NVIDIA has sole ownership of the NVIDIA Proprietary Information and that nothing in this Agreement, in your performance as a Certified individual, or that might otherwise be implied by law, shall give you any right, title, or interest in the NVIDIA Proprietary Information, other than the authorization specifically granted herein.

• Term and Termination.  

1. 1. Term. The Agreement commences on the Effective Date and remains in effect until terminated as set forth below. 

1. Termination.
   1. Either party may terminate this Agreement at any time, with or without cause, by giving thirty (30) calendar days’ prior written notice to the other party.  
   2. NVIDIA may terminate this Agreement immediately, including termination and revocation of any Certificates and Certification Designations to which this Agreement relates and your use of the NVIDIA Logos, upon the occurrence of any one of the following events: (i) you fail to comply with any of the terms of this Agreement, including without limitation, the terms governing the use of the Certification Designations and Logos, (ii) you misappropriate or disclose any trade secret or Confidential Information of NVIDIA (including but not limited to, any examinations), or otherwise infringe any other intellectual property right of NVIDIA, or engage in any other activities prohibited by law, (iii) you fail to comply with the applicable certification requirements for the relevant Certification Designation, (iv) a government agency, regulatory agency, or court finds that services you provided concerning the NVIDIA products or services to which your Certificate relates are defective in any way, (v) NVIDIA determines, in its sole discretion, that you have cheated on any examination, have aided in the cheating of an examination, or have disclosed test questions of any examination to a third party, or (vi) you misrepresented your Certification Designation. In the event any of the above occurs, NVIDIA may provide you with written notice of termination of this Agreement.  
   3. NVIDIA, without waiving its right to immediately terminate this Agreement, may provide you with thirty (30) days’ notice to correct any default. If NVIDIA permits such a cure period, your failure to cure any default within the cure period will automatically cause the termination of this Agreement without further notice.

1. Termination Notices. All notices of termination must be made in accordance with the notice requirements set forth in the “Notice” section below. Termination notices sent by NVIDIA are effective as of the date set forth in the notice. Written notices of termination directed to NVIDIA are effective upon receipt by NVIDIA.

1. Effect of Termination. Upon termination of this Agreement, you shall immediately (i) cease all use of the Certificate, Certification Designations, and Logos to which this Agreement relates, (ii) cease to represent yourself as a Certified individual, and (iii) return and/or destroy any documents, whether tangible or intangible, provided by NVIDIA to you under this Agreement. 

1. Survival. NVIDIA’s termination under this section shall not prejudice any rights NVIDIA may have under this Agreement or in law, equity, or otherwise. Along with all definitions, the following Sections shall survive termination of this Agreement: 4, 5.1, 6.4, 6.5, 8 – 13, 14.4, 14.5, and 15 – 18.

• Relationship of the Parties. You acknowledge that nothing in this Agreement shall be construed as creating a partnership, joint venture, or agency relationship between you and NVIDIA or as granting a franchise. You shall not advertise, promote, or suggest in any manner that services being provided to customers in connection with the NVIDIA Certification Program and Logos are provided by, sponsored by, or associated in any way with NVIDIA, or that you are employed by, affiliated with, or sponsored by NVIDIA, except to state that you have successfully completed all requirements for your particular Certification Designation(s), including having successfully passed any applicable NVIDIA examination(s) and any associated certification requirements. During the term of this Agreement, you shall insert the following language in each contract pursuant to which you will provide services involving NVIDIA products or services: “NVIDIA is not a party to this Agreement and shall have no liability whatsoever with respect to any of the services that are the subject of this contract. Each applicable NVIDIA certification designation indicates that I have successfully completed the corresponding NVIDIA certification requirements, which reflect commensurate skills required to implement, support, and maintain solutions with relevant NVIDIA products and services. The services I provide under this contract are not provided, licensed, warrantied, or sponsored by NVIDIA.” 

• Controlling Law and Jurisdiction. 

1. 1. Outside the UK and European Union. If you reside in a country outside the UK and that is not a member of the European Union, this Agreement and any action related thereto shall be governed, controlled, interpreted, and defined by and under the laws of the State of California and the United States, without regard to its conflicts of laws provisions. Unless otherwise waived by NVIDIA, at its sole discretion, the exclusive jurisdiction and venue of any action arising out of or relating to this Agreement shall be the Superior Court of California for the County of Santa Clara or the United States District Court for the Northern District of California. Both you and NVIDIA submit to the exclusive jurisdiction and venue of such courts for the purpose of any such action, and specifically disclaim the United Nations Convention on Contracts for the International Sale of Goods. 

1. Inside the UK and European Union. If you reside in the UK or in a country that is a member of the European Union, this Agreement and any action related thereto shall be governed, controlled, interpreted, and defined by and under the laws of England and Wales. Both you and NVIDIA accept the exclusive jurisdiction of the English courts, provided that NVIDIA shall at all times have the right to commence proceedings in any other court or arbitral tribunal of its choice within the European Union or in the United Kingdom or otherwise appropriate jurisdiction for interim injunctive relief for protection of intellectual property rights.

• Notices. All notices sent or required to be sent shall be in writing or by e-mail to the other party at the address for the other party set forth below, or such other address as is provided in writing, via e-mail, or by you as part of the Certification Program. 

To NVIDIA: To You:

Attention: General Counsel The address and/or email address listed in your Account.

2788 San Tomas Expressway

Santa Clara, CA 95051

GeneralCounsel@nvidia.com

• Miscellaneous. You may not assign your rights or obligations under this Agreement in any manner, whether by operation of law or otherwise. Any unauthorized assignment will be void. NVIDIA will not be liable for performance or delays beyond its reasonable control. A waiver of any breach or default under this Agreement shall not constitute a waiver of any subsequent breach or default. If a court of competent jurisdiction holds that any provision of this Agreement is invalid or unenforceable, the remaining portions will remain in full force and effect, and the parties will replace the invalid or unenforceable provision with a valid and enforceable provision that achieves the original intent of the parties and the economic effect of this Agreement. This Agreement, including any additional terms referenced herein, constitute the entire agreement between NVIDIA and you with regard to the NVIDIA Certification Program and supersede all prior negotiations, agreements, and understandings with respect to the subject matter, and no addition to, deletion from, or waiver or modification of any of the provisions hereto shall be binding upon NVIDIA unless made in writing and signed by an authorized representative of NVIDIA; no other act, document, usage, or custom will be deemed to amend or modify this Agreement. Any term or condition on any other document submitted by you shall be of no force or effect whatsoever and is specifically rejected. NVIDIA reserves the right to change this Agreement at any time and without notice. Notices of changes to the Agreement given by NVIDIA will be posted on the Certification Program Website and will be deemed given when posted. You are required to comply with the most current version of this Agreement. You will have a commercially reasonable time to implement such changes by NVIDIA, not to exceed thirty (30) days. You waive the right to challenge the validity and enforceability of this Agreement on the grounds it was transmitted and entered into electronically. You agree that entering into this Agreement electronically is equivalent to signing the Agreement.    

SCHEDULE A

PROHIBITED BEHAVIOR

Prohibited behavior includes without limitation if you: 

1. Violate any NVIDIA policy. 
2. Provide false documentation regarding your Personal Data.
3. Fail to comply with continuing education or re-certification requirements. 
4. Breach the terms and conditions of this Agreement. 
5. Fail to promptly notify NVIDIA of matters affecting your ability to fulfill some or all of the certification requirements. 
6. Threaten to bully, harm, or in any manner whatsoever harass NVIDIA, the Testing Delivery Partner, or the Certificate Credential Entity. “Harass” or any form of the word “harass” means repeated communications, in any form, whether verbally, electronically, or otherwise (e.g., electronic communications and external web postings), to NVIDIA, the Testing Delivery Partner, or the Certificate Credential Entity in which you continue to dispute results of any examination after you have been informed that no further changes will be made to your examination results. 
7. Cause damage to NVIDIA, its intellectual property, security, goodwill, or reputation. 
8. Commit or encourage fraudulent or other unlawful activities. 
9. Use, store, share, host, copy, distribute, display, publish, transmit, or send content that is or may be deemed offensive, inflammatory, hateful, defamatory, discriminatory, obscene, abusive, invasive of privacy, harmful to others, or otherwise objectionable. 
10. Are involved directly or indirectly in grey market activities. A grey market means the trade of a commodity through distribution channels which, while legal, are unofficial, unauthorized, or unintended by NVIDIA.