Smartsheet Certified Candidate Agreement
This Smartsheet Certified Program Agreement ("Agreement") is an agreement between you ("you" or "your") and Smartsheet. The terms and conditions of this Agreement apply to (a) any Smartsheet Certifications you have attained, and (b) your participation in the Smartsheet Certified Program (the “Program”), including your access and use of any Smartsheet Certified Program benefit, Smartsheet Certification Credential, or any Smartsheet Credential Badge or Certificate that Smartsheet makes available to you as part of the Program. Further details regarding the Smartsheet Certification Program, specific Certifications, and purchase terms are available on the Smartsheet Certification page at https://smartu.smartsheet.com/page/smartsheet-certified (“Program Terms”).
By accessing or using a Smartsheet Certification Program benefit, Name, Certificate or Badge, you are accepting the current version of this Agreement, the Guidelines, the Program Terms, and any other applicable terms. If you do not accept this Agreement, do not access or use any Smartsheet Certification Program benefits, Names, Certificates or Badges.
"Smartsheet Certified" means passing the requisite Smartsheet Certification Exams and maintaining compliance with all requirements for use of the corresponding Badge.
"Smartsheet Certification Name" or "Name" means the full or abbreviated title of a specific Smartsheet Certification that is used to signify achievement of that Smartsheet Certification.
"Smartsheet Certification Exam" or "Exam" means the examinations identified by Smartsheet that you must pass to attain the applicable Smartsheet Certification.
"Smartsheet Certification Badge" or "Badge" means the specific Smartsheet Certification Badge designated for a specific Smartsheet Certification that is provided upon passing the applicable Exam.
"Smartsheet Certification Certificate" or "Certificate" means the specific Smartsheet Certification certificate designated for a specific Smartsheet Certification that is provided upon passing the applicable Exam.
"Smartsheet Certification Program Badge Usage Guidelines" or "Guidelines" means the current specifications established by Smartsheet for use of the corresponding Name or Badge.
2. Smartsheet Certification.
2.1 Obtaining Smartsheet Certification. To obtain a Smartsheet Certification and to use the corresponding Name and/or Badge, you must have:
- successfully passed the required Exam; and
- accepted and agreed to comply with the terms and conditions in this Agreement.
2.2 Maintaining Smartsheet Certification. To maintain a Smartsheet Certification(s) and to use the corresponding Name and/or Badge, you must:
- meet all current requirements for the Smartsheet Certification;
- take and pass the applicable Exam before the expiration date on your Smartsheet Certificate; and
- comply with the terms and conditions in this Agreement.
2.3 Smartsheet Certification Exams. All Smartsheet Certification Exams, including Exam questions and answers, constitute Smartsheet confidential information and may not be disclosed to or discussed with others or posted or published in any forum or through any medium. Anyone violating this Agreement or engaging in fraudulent behavior may be decertified and terminated from the Program and/or permanently ineligible to participate in the Program.
3. Use of Certification Names and Badges.
3.1 Grant of Rights. Subject to and expressly conditioned upon your successful completion of all requirements for the Smartsheet Certification, and provided you comply with this Agreement, the Guidelines and all continuing Smartsheet Certification requirements, Smartsheet hereby grants you the right to use the corresponding Name(s), Certificate(s) Badge(s) for the active Smartsheet Certifications for which you have obtained Smartsheet Certification
3.2 Restrictions. You may not use or reproduce the Name(s), Certificate(s) or Badge(s) in any manner whatsoever other than as described in this Agreement and the Guidelines, and in any applicable artwork provided by Smartsheet. You will use the Name(s), Certificate(s) and Badge(s) in a manner that does not detract from the rights of Smartsheet, and will take no action that may interfere with or diminish the rights of Smartsheet.
3.3 Ownership. All rights not expressly granted to you in this Agreement are reserved by Smartsheet. You acknowledge Smartsheet’s sole ownership of the Names, Certificates and Badges, and any associated goodwill, and that Smartsheet retains all rights, title, and interest in and to the Names, Certificates and Badges.
4.1 Disclosure of Your Personal Information. You acknowledge and agree that Smartsheet collects certain information about you to operate and run the Program. You also agree that the Smartsheet Certifications you have earned and your Program activities may be tracked and associated with your personal information.
4.2 License to Smartsheet. You grant Smartsheet the right to release your candidate certification status.
5. Your Responsibilities.
5.1 Business Practices.
- 5.1.1 You agree that all business you conduct in your representation as Smartsheet Certified and all services you provide concerning Smartsheet products and services will be performed in a manner that (i) does not in any way harm the reputation of Smartsheet; (ii) does not use deceptive, misleading, or unethical practices; (iii) does not make any representations, warranties, or guarantees to customers on behalf of Smartsheet; (iv) complies with all applicable U.S. export regulations and other applicable governmental laws and regulations; and (v) complies with copyright and other intellectual property and proprietary rights protections for Smartsheet products and services, development tools, and other materials.
- 5.1.2 You may not advertise, promote, or suggest in any manner that services you may provide to customers in connection with the Badges, Certificates and Names are provided by, sponsored by, or associated with Smartsheet, or that you are employed by, affiliated with, or sponsored by Smartsheet, except to state that you have successfully completed all requirements for the particular Smartsheet Certification you have earned, including having passed the applicable Smartsheet Certification Exams for a particular year. During the term of this Agreement, you will insert the following language in each contract under which you provide services involving Smartsheet technologies: "Smartsheet Inc., including its subsidiaries (also known as Smartsheet), is not a party to this agreement, and will have no liability whatsoever with respect to the services that are the subject of this contract. The Smartsheet Certification name and/or badge indicates that I have successfully completed the corresponding Smartsheet Certification requirements. The services I provide under this contract are not provided, licensed, or sponsored by Smartsheet."
5.2 Trademark Restrictions. Nothing in this Agreement authorizes you to use any Smartsheet trademarks, service marks, or Badges except as expressly referenced in this Agreement.
6. Changes to the Program.
6.1 Smartsheet reserves the right to discontinue the Program and to change the Program or any aspect of it at any time, including Program requirements and/or Program benefits. Smartsheet will notify you of changes via the email used when your certification was obtained. Changes are effective on the date the changes are posted. Changes do not apply retroactively. You agree to comply with the most current version of this Agreement, the Guidelines, and any other applicable requirements specified in this Agreement.
6.2 You acknowledge and agree that Smartsheet may, at its sole discretion, change Smartsheet Certification requirements (both initial and continuing) by posting such changes on the Smartsheet website or on the Smartsheet Center of Excellence Learning Management Platform. You will be allowed three (3) full calendar months from the date Smartsheet posts the changes to comply with any such changed requirements. Your right to use a particular Name, Certificate or Badge may terminate if you do not meet the most current Smartsheet Certification requirements associated with the particular Name or Badge.
7. No Warranties.
SMARTSHEET DOES NOT GUARANTEE YOUR SATISFACTION WITH THE PROGRAM OR YOUR RESULTS. SMARTSHEET AND ITS AFFILIATES AND SUBSIDIARIES MAKE NO WARRANTIES REGARDING THE PROGRAM, NAMES, CERTIFICATIONS, OR BADGES, AND HEREBY DISCLAIMS ALL WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED BY LAW.
8. Limitation of Liability.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SMARTSHEET, ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE SUCCESSORS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE PROGRAM (WHETHER FOR PROGRAM BENEFITS, TERMINATION, OR OTHERWISE), YOUR SMARTSHEET CERTIFICATION, FAILURE TO ACHIEVE SMARTSHEET CERTIFICATION, USE OF OR INABILITY TO USE THE NAMES, OR BADGES. THIS EXCLUSION WILL APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to defend, indemnify, and hold harmless Smartsheet, its affiliates and subsidiaries and their respective successors, directors, officers, employees, and agents from and against any and all third-party claims, demands, costs, liabilities, judgments, losses, expenses, and damages (including attorneys' fees) arising out of, in connection with, or related to (a) your participation in the Program; (b) your use of any Name, Certification, and/or Badge in a manner which is in any way inconsistent with the terms of this Agreement; (c) the performance, promotion, sale, or distribution of your services as Smartsheet Certified; (d) the termination of this Agreement by Smartsheet pursuant to the terms herein. In the event Smartsheet seeks indemnification from you under this provision, Smartsheet will promptly notify you in writing of the claim(s) brought against Smartsheet for which it seeks indemnification. Smartsheet reserves the right, at its option, to assume full control of the defense of such claim with legal counsel of its choice. If it so undertakes, any settlement of such claim requiring payment from you will be subject to your prior written approval. You will reimburse Smartsheet upon demand for any expenses reasonably incurred by Smartsheet 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.
10.1 Termination Without Cause. Either party may terminate this Agreement at any time, with or without cause, on thirty (30) calendar days prior written notice to the other party.
10.2 Termination For Cause. Smartsheet may immediately terminate this Agreement upon written notice on any of the following events:
- you fail to comply with any applicable Smartsheet Certification requirements;
- you otherwise fail to comply with any of the terms of this Agreement or the Guidelines;
- you engaged in misappropriation or unauthorized disclosure of any trade secret or confidential information of Smartsheet;
- you engaged in any other activities prohibited by law or that compromises the integrity of Smartsheet Certifications; or
- a government agency or court finds that services you provided concerning the Smartsheet technologies to which your Smartsheet Certification relates are defective in any way.
10.3 Automatic Termination. This Agreement will automatically terminate if you do not maintain at least one Smartsheet Certification or Smartsheet cancels the Program.
10.4 Effects of Termination. In all events of termination of this Agreement, all rights granted to you under the Program are immediately terminated. You will immediately:
- cease all activity relating to the Program;
- stop identifying itself as a participant in the Program;
- cease all use of any Name, Certificate or Badge and Program benefit;
- destroy any associated materials that you have received as part of the Program; and
- remove any references to your Certification on resumes, including social media platforms.
10.5 Survival. Sections 1, 2.3, 3.3, and 4 through 11 will survive termination of this Agreement. You agree that Smartsheet and its affiliate and subsidiaries will not be liable to you or any third party for costs or damages of any sort resulting from (a) the termination of this Agreement in accordance with its terms, and (b) your suspension from or cancellation of the Program.
11.1 Notices. All notices required by this Agreement to be sent to Smartsheet must be addressed to the following address: Smartsheet Certification Program, SMARTSHEET INC., 10500 NE 8th Street, Suite 1300 Bellevue, WA 98004. All notices required or permitted by this Agreement will be sent to you at the email address provided by you at the time of testing. It is your responsibility to notify Smartsheet if/when your email address changes.
11.2 No Exclusivity. Your participation in this Program is voluntary. Nothing in this Agreement restricts you from supporting, promoting, distributing, or using non-Smartsheet technology.
11.3 Relationship. The parties are independent contractors. This Agreement does not create an employer-employee relationship, partnership, joint venture, or agency relationship, and does not create a franchise. You may not make any representation, warranty, or promise on Smartsheet’s behalf.
11.4 Governing Law and Jurisdiction. The laws of the State of Washington govern this Agreement. If federal jurisdiction exists, the parties consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, the parties consent to exclusive jurisdiction and venue in the Superior Court of King County, Washington.
11.5 Attorneys’ Fees. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorney’s fees, costs, and other expenses, including the costs and fees incurred on appeal or in a bankruptcy or similar action.
11.6 Severability. If any court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.
11.7 No Waiver. Any delay or failure by Smartsheet to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy.
11.8 Assignment. You will not assign, transfer, or sublicense this Agreement, or any right granted under this Agreement, in any manner. Any attempted assignment, transfer, or sublicense, by operation of law or otherwise, will be null and void.
Last Updated: January 11, 2022