Effective Date: October 21, 2019
Thank you for your interest in the Slack Certified Program (the “Program”). This Slack Certified Program Participant Agreement (hereafter referred to as the “Participant Agreement”) is entered into between the applicable Slack entity in the section below entitled “Which Slack Entity is Participant Contracting With” (“Slack”) and the individual registering for the Program (“You”, “Your” or “Participant”), and sets forth the terms and conditions that govern Your participation in the Program.
PLEASE READ THIS PARTICIPANT AGREEMENT CAREFULLY. BY SELECTING “AGREE,” REGISTERING FOR ANY TEST, PARTICIPATING IN THE PROGRAM, OR OTHERWISE INDICATING YOUR AGREEMENT, YOU HEREBY ATTEST THAT YOU ARE (1) AT LEAST EIGHTEEN (18) YEARS OF AGE; AND (2) CONSENTING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS PARTICIPANT AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THIS PARTICIPANT AGREEMENT, OR DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN, DO NOT CLICK “AGREE,” DO NOT REGISTER FOR ANY TEST, DO NOT PARTICIPATE IN THE PROGRAM, AND DO NOT OTHERWISE INDICATE YOUR AGREEMENT.
Slack Badge Designations
In accordance with this Participant Agreement, You will be granted access to courses, exams, study guides, and other training materials (collectively, the “Documentation”) to test your knowledge of certain Slack services. Upon Your successful completion of any relevant evaluations and all other Program requirements set forth in our Program policies and procedures located at http://www.slackcertified.com (collectively, the “Program Requirements”), which may be updated from time to time, Slack grants You a non-transferable, revocable, personal, non-exclusive license to display, without modification, the applicable certification or badge designation as provided to You by Slack (a “Badge”), and, to the extent depicted on the Badge, the associated Slack name, copyright, trademark or logo (the “Slack Marks”), solely in accordance with Slack’s guidelines provided to You from time-to-time, the Program Requirements, and this Participant Agreement, including the requirements set forth in the “RESTRICTIONS” section below. If Slack awards You a Badge, You will be permitted to use such Badge designation for the term set forth herein as long as You remain in compliance with the requirements set forth in this Participant Agreement and meet the criteria for the applicable Badge.
In addition to the other requirements set forth herein, You acknowledge that by agreeing to this Participant Agreement, You shall not engage in the following:
- Directly or indirectly take, omit to take, permit any action, or make any statement which disparages, may dilute, tarnish, or bring into disrepute the reputation of or goodwill associated with Slack, the Slack Marks, the Slack Badges, or the Program;
- Resell, modify, or exploit the Badge(s), Slack Marks, or Documentation in any way that infringes upon the intellectual property rights of Slack, or which violates the Program Requirements, this Participant Agreement or applicable law;
- Exert any ownership or other intellectual property rights in the Badge(s), Slack Marks, or the Documentation; register any Badge(s), Slack Marks, or any confusingly similar marks or logos with the United States Patent and Trademark Office or elsewhere; or combine the Slack Marks or Badge(s) with any other word, design or mark; or
- Use the Slack Marks without Slack’s prior written consent, except as otherwise expressly permitted by this Participant Agreement, and any such use of the Slack Marks, including as set forth herein, shall comply with Slack’s Brand Guidelines set forth here: https://slack.com/marketing/img/media-kit/Slack-Brand-Guidelines.pdf.
Slack may update, modify, or revise the Badges or Slack Marks in Slack’s sole discretion. If Slack makes any such modifications, then upon notice to You from Slack, You shall cease use of all outdated Badge(s) and Slack Marks, and update all Badge(s) and Slack Marks in any documentation, hard copy, or electronic materials, including, but not limited to, resumes, CV’s, public profiles, business cards, and social media accounts (collectively, the “Badge-Related Materials”).
You understand and acknowledge that, as between Slack and You, Slack exclusively owns all right, title and interest in and to the Badges, Slack Marks, Documentation, and any and all other components of the Program, including all intellectual property rights therein or associated therewith. Any and all goodwill arising from Your use of the Slack Marks and the Badges shall inure solely to the benefit of Slack. Slack hereby reserves all rights not expressly granted to You under this Participant Agreement.
By participating in the Program, You hereby agree to the following:
- You shall only use, display, and promote the Badge(s) to indicate that You have met the Program Requirements for the applicable Badge;
- You shall comply with all proper test-taking procedures, as well as any instructions required by Slack or any third parties assisting with the administration of the Program, including that you will not:
- cheat or undermine the integrity on any course or exam offered by Slack,
- provide false information in connection with any exam, take any exam for someone else, permit someone else to take any exam for you, and/or otherwise receive or provide unauthorized assistance with any exam, or
- copy, reproduce, remove from any test center, reuse or share any Documentation, including any exam or any part of an exam, or disclose any test questions or answers;
- You shall stay abreast of any updates to the Program by regularly visiting the Program Requirements page to ensure Your continued compliance with all Program updates;
- Upon the written request of Slack, You shall provide Slack with examples of any use of the Badge(s);
- You shall comply with all laws applicable to Your participation in the Program, Your use of the Badge(s), and/or Your distribution, use, and marketing of the Badge(s);
- If Slack determines that You have violated the terms of this Participant Agreement or the Program Requirements, then upon notice from Slack, You shall promptly remediate any such issues, or cease use of all Badge(s) and remove all Badge(s) from any Badge-Related Materials;
- In order to retain a Badge, you must comply with any policies and procedures set forth in the Program Requirements, as may be updated from time to time, and successfully complete any subsequent Badge-specific exams or courses required for Your maintenance of the Badge;
- You must not misrepresent Your certification status, completion of Program Requirements, or knowledge of Slack services, and You shall not make any statements that are contrary to the terms of this Participant Agreement or to any reasonable request by Slack;
- You shall not suggest or represent that a Badge designation is any warranty or guarantee of Your abilities with regard to any Slack service;
- You shall not engage in any fraud, misconduct, or engage in anything that negatively affects Slack or the reputation of Slack, the Program, the Badges, or the Slack Marks; and
- You shall not state, imply, or infer that You, or any third party, has any relationship with Slack, including any preferred status, affiliation, endorsement, or recommendation from or by Slack.
If You send Slack any feedback, ideas, or suggestions regarding the Program, Slack’s products, or Slack services (“Feedback”), such Feedback will be the exclusive property of Slack, and Slack may use it for any purpose. To the extent You own any rights in the Feedback, You agree to assign and hereby do assign to Slack all right, title and interest in and to the Feedback, and You acknowledge and agree that Slack is under no obligation to compensate or credit You for such assignment. You agree to perform all acts reasonably requested by Slack to perfect and enforce such rights; provided, however, that Slack will reimburse You for direct out-of-pocket costs incurred in complying with our requests.
You may receive an access, promotion or other registration code (“Access Code”) to purchase and/or access a course or exam. The Access Code will remain active for up to 180 days after the date issued (the “Expiration Date”), after which time, the Access Code will expire. Upon registration for a course or exam with Slack or Slack’s testing partner, the Access Code will be applied and such Access Code will then expire. The Expiration Date will not be extended, and expired Access Codes will not be replaced (including any Access Codes used for courses or exams that are not successfully completed or passed). All purchases of Access Codes are final, non-cancelable and non-refundable, and Access Codes are not redeemable for cash or credit. You are responsible for all lost, stolen, or improperly utilized Access Codes. Under no circumstances will Slack be obligated to replace or reinstate an Access Code.
Provided you remain in compliance with the terms and requirements of this Participant Agreement and the Program Requirements, You are permitted to use the Badge designation for a period of eighteen (18) months from the date Slack provides such Badge to You (the “Badge Term”). If You intend to continue using and/or displaying the Badge beyond the Badge Term, You will be required to successfully complete a recertification program which may include the payment of additional fees.
Slack may terminate this Participant Agreement immediately if Slack intends to decommission a certain Badge designation or end the Program. Additionally, Slack may immediately terminate this Participant Agreement and/or Your involvement in the Program if You breach this Participant Agreement or any of the Program Requirements. Upon any termination of this Participant Agreement, all rights and licenses granted to You pursuant to this Agreement shall immediately terminate, You shall cease all use of the Badge designation(s) and Slack Marks and remove, and cause to be removed, all Badge(s) and Slack Marks from any Badge-Related Materials, and You shall promptly cease use of or return all Confidential Information (as defined below) and all copies thereof to Slack. Any and all provisions of this Participant Agreement that by their express terms or nature and context are intended to survive termination or expiration of this Agreement shall survive termination or expiration of this Participant Agreement.
Each party (“Disclosing Party”) may disclose Confidential Information (as defined below) to the other party (“Receiving Party”) in connection with this Participant Agreement. “Confidential Information” is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, but not limited to, all Documentation, the Program, and non-public business, product, technology and marketing information. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Participant Agreement. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in this Participant Agreement.
The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
The Receiving Party acknowledges and agrees that a breach of the confidentiality obligations in this Section may result in irreparable harm to the Disclosing Party; therefore, upon any such breach or any threat thereof, the Disclosing Party shall be entitled to seek appropriate equitable relief, without the requirement of posting a bond, in addition to whatever remedies it might have at law.
SLACK MAKES NO WARRANTIES THAT YOU WILL BE AWARDED ANY BADGES, THAT YOUR BADGES OR THE PROGRAM WILL BE MAINTAINED OR RENEWED, OR THAT YOUR PARTICIPATION IN THE PROGRAM WILL RESULT IN ANY MONETARY OR COMMERCIAL BENEFIT, EXPERTISE RELATED TO THE SLACK SERVICES, THE SATISFACTORY PERFORMANCE OF ANY SLACK SERVICES, OR OTHERWISE MEET THE REQUIREMENTS NEEDED TO ADMINISTER OR PROVIDE ANY SLACK SERVICES. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE PROGRAM, DOCUMENTATION, THE BADGES, THE SLACK MARKS, AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND SLACK EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SLACK’S DECISIONS REGARDING THE PROGRAM, PASSING EXAM SCORES, GRADING OF EXAMS, AND THE PROVISIONING OF BADGES ARE FINAL AND ARE MADE IN SLACK’S SOLE DISCRETION AND SLACK WILL HAVE NO LIABILITY TO YOU FOR SUCH DECISIONS. SLACK SHALL HAVE NO LIABILITY FOR THE ACTIONS OR INACTIONS OF ANY THIRD-PARTY SERVICE PROVIDERS, INCLUDING TESTING PARTNERS, USED IN CONNECTION WITH THE PROVISIONING OF THE PROGRAM, COURSES, AND EXAMS AND THE DISTRIBUTION OF THE DOCUMENTATION.
Limitation Of Liability
IN NO EVENT SHALL SLACK’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS PARTICIPANT AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU, YOUR EMPLOYER, OR A THIRD PARTY FOR YOUR PARTICIPATION IN THE PROGRAM IN THE EIGHTEEN (18) MONTHS BEFORE THE CLAIM AROSE.
IN NO EVENT SHALL SLACK HAVE ANY LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, LOST DATA, INTERRUPTION OF BUSINESS, LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
You shall indemnify, defend and hold Slack, its affiliates, and its and their respective officers, directors, employees and contractors harmless from and against any and all claims, losses, liabilities, damages, costs and expenses, including reasonable attorney’s fees, arising out of, relating to, or caused by Your use of the Slack Badge(s), Documentation, or Slack Marks, violation of the Program Requirements, or a breach of this Participant Agreement.
Changes To This Participant Agreement Or The Program
Slack may modify this Participant Agreement, the Program Requirements, or the Program from time to time, effective upon posting at https://www.slackcertified.com. You may be required to click through the modified Participant Agreement to show Your acceptance; provided, however, that Your continued participation in the Program (including Your display and promotion of the Badge(s)) after the modification constitutes Your acceptance to the modifications. If You do not agree to the modified Participant Agreement or Program, Your sole and exclusive remedy is to cease use of the Slack Badge.
As a condition of participating in the Program and gaining access to a course or exam, You will be required to provide personal information and personal data to Slack and our testing partner. Such personal information will be collected at various instances during your participation in the Program, including, but not limited to, during registration with our third-party Program provider. This information will be used to process your Badge and for the purposes of facilitating and administering the Program and Your participation therein. You also acknowledge and agree that third party organizations may have access to Your personal information for purposes relating to facilitating and administering the Program and Your participation therein, including, but not limited to, processing Your Badge, exam scheduling, exam delivery and fee processing.
Additionally, and only to the extent applicable, if an entity has purchased Your participation in the Program (e.g. Your employer), You hereby authorize Slack to disclose your personal information and personal data, as well as information on the courses or exams You have registered for or completed, and Your badge status, with such third party entity paying for Your participation in the Program. If Slack terminates Your Badge or Your participation in the Program, Slack may notify the entity that has purchased Your participation in the Program of such termination of Your Badge(s) or this Participant Agreement. From time to time, third parties may contact Slack in order to verify your Badge status, and You hereby authorize Slack to disclose information regarding your Badge status to such third parties seeking verification. Additionally, You acknowledge that Slack may provide third parties access to information regarding Your Badge(s) via a publicly available online search tool that is searchable using your personal information, such as, Your first and last name and/or your email address.
You may not transfer, lease, sublicense, or assign any of Your rights or delegate Your obligations under this Participant Agreement, whether by operation of law or otherwise. For the avoidance of doubt, the Badge(s) are personal to You. Slack may assign this Participant Agreement in its entirety (including all terms and conditions incorporated herein by reference), without Your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Slack’s assets. Any attempted transfer or assignment in violation of the provisions of this Section shall be null and void.
No Partnership Agency Or Joint Enterprise
You acknowledge that nothing herein shall be construed as creating a partnership, agency, or any form of joint enterprise based on this Participant Agreement, Your participation in the Program, or Your use, display, or promotion of the Badge(s). A Badge does not establish an affiliation between You and Slack, give You any preferential treatment over other participants in the Program, or represent any endorsement or recommendation by Slack.
No failure or delay by Slack in exercising any right under this Participant Agreement shall constitute a waiver of that right. If any provision of this Participant Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be considered modified and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Participant Agreement shall remain in full effect. There are no third-party beneficiaries to this Participant Agreement.
All notices to Slack under this Participant Agreement will be in writing addressed to Slack at the address below and will be deemed to have been duly given: (a) when received, if personally delivered; (b) the first business day after sending by email; (c) the day after it is sent, if sent for next day delivery by recognized overnight delivery service; or (d) upon receipt, if sent by certified or registered mail. Slack may provide notice to the email or physical address You provide during registration.
Slack Technologies, Inc.
500 Howard Street
San Francisco, CA, 94105
This Participant Agreement, including the Program Requirements, which are incorporated into and form a part of this Participant Agreement, is the parties’ entire agreement and supersedes any prior or contemporaneous agreements relating to the Program, the Documentation, the Badge(s), and the Slack Marks. This Participant Agreement is entered into separately from the online workplace productivity tools and platform offered by Slack. For the avoidance of doubt, Slack’s third party service providers may require that You agree to additional terms and conditions outside of the scope of this Participant Agreement. You are solely responsible for complying with any such terms and conditions.
Which Slack Entity Is Participant Contracting With
All references to Slack under this Participant Agreement, what law will apply in any dispute or lawsuit arising out of or in connection with this Participant Agreement, and which courts have jurisdiction over any such dispute or lawsuit, are dependent on where You are domiciled.
Slack Contracting Entity
United States and Canada
Slack Technologies, Inc.
San Francisco County, California
Rest of World
Slack Technologies Limited
This Participant Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the applicable governing law above, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue above will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Participant Agreement or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under this Participant Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.