Visa Certification Program Candidate Agreement

PLEASE CAREFULLY READ THE FOLLOWING TERMS UNDER WHICH VISA GRANTS PROFESSIONAL CERTIFICATION. VISA PROVIDES THE CERTIFICATION ONLY IF YOU ACCEPT THE TERMS OF THIS AGREEMENT AND THIS IS DEEMED CONSENT IF YOU REPRESENT YOURSELF AS VISA CERTIFIED.

This Agreement is a legal document between the candidate ("you" or "your") and Visa U.S.A. Inc. regarding your participation in the Visa Certification Program (the “Program”) including your access to and use of any Program benefit, credentials or any Logos (as defined below) that Visa makes available to you as part of the Program.

By accessing or using the Program benefit, Program credentials or Logo, you accept the terms and conditions of this Agreement. If you do not accept this Agreement, do not access or use any Program benefit, credential or Logo.

1. Definitions
   1. "Certification Designation" means the specific Program certification designation granted to you upon successful completion of and compliance with the certification requirements for the applicable solution track or technology as specified in this Agreement.
   2. "Certification Exam" or "Test" means the applicable certification test for the particular solution track or technology certification.
   3. "Certification Requirements" means those requirements specified or referenced in Section 2.1 of this Agreement, which Visa may change from time to time, that you must meet in order to use and maintain the Certification Designation and use the Logo in accordance with the terms of this Agreement.
   4. "Logo" means the specific Program logo, Digital Badge (as defined below) or mark designated for a Program credential you have earned.
   5. "Digital Badge" means the specific Program badge awarded for a Visa Certification Program designation you have earned.
   6. "Certification Program Website" means the Program website located at https://www.visauniversity.com/en/certificate-programs/visa-dispute-resolution-certification 
2. Certification
   1. Certification Requirements. In order to use a Program designation, you must:
   2. Comply with any additional requirements specified on the Certification Program Website, including completion of applicable course requirement within the corresponding certification designation;
   3. Pay the any applicable exam fee(s);
   4. Accept the terms and conditions of this Agreement;
   5. Pass all required Tests specified on the Certification Program Website for the applicable certification designation;
   6. Keep contact information up to date within the Visa Certification Program through your Visa University profile;
   7. Continue to meet all applicable Certification Requirements and/or recertification requirements, as applicable, of the Program specified on the Certification Program Website for the applicable Certification Designation.
   8. Modification to certification requirements or the Program. Visa reserves the right to make changes to the Program, without cause or notice, including changing Certification Requirements or recertification requirements, as may be applicable; specifying an expiration of any Certification Designation; changing recommended and/or required training courses; and changing test objectives, test content, test passing score, test item type, time allowed for test, and test delivery platform for any Certification Exam. Furthermore, Visa may, without cause or notice, require you to update your Certification Designation by requesting you to re-take any or all applicable Certification Exams and/or execute a new version of this Agreement with Visa. For the avoidance of doubt, the most current Certification Requirements for an applicable Certification Designation may be found on the Certification Program Website.
   9. Certification Designation Grant. Upon successful completion of the applicable certification requirements and your receipt of your passing score of the certification Test(s), and subject to the terms of this Agreement, Visa grants you a non-exclusive, non-transferable, non-assignable, non-sub licensable, personal, revocable right to designate yourself with the applicable Certification Designation. You may use that Certification Designation only to promote your qualifications related to the use of the applicable related to the subject matter area of the certification and for no other purpose.
   10. Logo and Digital Badge Rights and Restrictions. Upon your successful completion of the applicable Certification Requirements and your receipt of your passing score of the Test(s), and subject to the terms of this Agreement, Visa grants you a non-exclusive, non-transferable, personal right to use the Logo on your resume, business cards, marketing collateral, letterhead, social media sites and website solely in connection with your provision of services in relation to the Visa subject matter area for which you have a current, valid Certification Designation. Except as provided for in this Agreement, you are granted no other right, title, or license to the Logo or any other Visa trademarks or logos. Your use of the Logo is subject to the terms of this Agreement and Visa’s logo usage guidelines which are subject to change at Visa’s discretion. You agree that the Logo is owned solely and exclusively by Visa. You agree not to use the Logo in any manner that would diminish, tarnish or otherwise damage Visa’s image or reputation, or the goodwill associated with the Logo. Upon request, you agree to promptly provide Visa at your expense samples of any materials and/or locations bearing any Logo(s). You agree not to file any application to register any trademark, service mark, or domain name for the Logo(s) or any other mark confusingly similar to the Logo or Digital Badge, and not to use Visa trademarks or potentially confusing variation of Visa trademarks as part of your company name, product or service names, or domain names. You agree not to interfere with or bring any kind of action or legal or administrative proceeding in relation to the rights and title of Visa in or to the Logo or any other Visa trademarks or logos.
   11. Term of Agreement. This Agreement will commence immediately upon your acceptance of the terms and conditions of this Agreement and will remain in effect until terminated in accordance with Section 2.14.
   12. Certification Term. The term during which you may use your applicable Certification Designation will commence upon you successfully achieving your Certification Designation and, unless terminated earlier in accordance with the terms of this Agreement, will continue for a period defined for each Certification designation in our Visa Certification Policies or terminated by Visa (“Certification Term”). To maintain your Certification Designation, you must complete any designated continuing Certification Requirements prior to the end of your Certification Term. If you do not complete such continuing Certification Requirements by the end of your Certification Term, your Certification Designation will terminate. Visa will use commercially reasonable efforts to publicly announce through the Certification Program Website, any changes to such Certification Requirements, any re-certification requirements, and set reasonable deadlines for achieving those requirements in order to maintain Certification status.
   13. Termination. You may terminate this Agreement at any time upon written notice to Visa. Visa reserves the right to immediately terminate this Agreement for and revoke your certification designation at any time upon written notice to you (sent to your last known mailing and/or email address). Caused for termination include, without limitation, (i) any breach of this Agreement which remains uncured for 30 days following notice of the breach by Visa, (ii) Visa’s determination, in its sole discretion, that you have cheated on any certification exam, have aided in the cheating of a certification exam or have disclosed test questions of any certification exam to a third party, or (iii) your misrepresentation of your Certification Designation. Upon termination of this Agreement, all rights related to your Certification Designation, including all rights to use your Certification Designation, Digital Badge and/or Logo, will immediately terminate. Except as provided herein, you will have no further rights or obligations under this Agreement after termination.
   14. Verification of Candidates. Visa reserves the right to use any reasonable methods for the purpose of verifying the identity of certification candidates, including, without limitation, the use of challenge questions, identification numbers, photographic verification, and signature verification.
   15. Compliance with testing regulations. You agree to comply with all testing regulations required by Visa and/or Visa’s authorized contractors administering the certification exam.
   16. No Cheating. You agree that all work submitted by you in completing the Certification Exam and in satisfaction of the Certification Requirements, including Certification Exam answers, assignments, resolutions and personal registration information, is entirely your own. You will neither: (i) provide nor accept improper assistance; nor (ii) use unauthorized materials in attempting to satisfy certification requirements (including unauthorized certification content provided by third parties); nor (iii) prepare or study for your exam using unauthorized “Braindump” materials provided by third parties.
   17. No Misconduct. You agree that you will not (i) falsify your identity, hire an impersonator or impersonate another individual; (ii) forge any Certification Designation certificates, Certification Exam score reports, identification cards or any other Certification Exam records; (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 Program identities; (v) copy, resell, distribute or misuse any Certification Exam voucher(s) or any other Certification Exam discount; (vi) use any Certification Exam vouchers obtained from an unauthorized source; or (vii) engage in any other misconduct that could be considered by Visa, in its sole discretion, as compromising the integrity, security or confidentiality of the certification exam or the Program. Any breach of this Section 2.18 may give rise to Visa to have an immediate right to terminate this Agreement and revoke any Certification Designation you may have earned under this Agreement.
   18. No Misuse of the Test. You agree that you will not copy, photograph, screen shot, 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 Certification Exam or part thereof. Any breach of this Section 2.19 may give rise to Visa to have an immediate right to terminate this Agreement and revoke any Certification Designation you may have earned under this Agreement.
   19. Retake Policy. You agree to comply with Visa’s Certification Exam retake policy when, retaking any Certification Exam that you previously failed. You are responsible for any exam fees when retaking a failed Test. Retaking a passed certification exam is prohibited. The retake policy is available on the Certification Program Website, which may be modified by Visa from time to time without notice.
   20. Certification Exam Materials. Visa, and its testing partners, within its and their sole discretion, 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 Certification Exam. You agree to return any such examination material to Visa or the testing partners, as may be directed upon completion of the Certification Exam.
   21. Visa Voucher & Promo Code Redemption Terms and Condition. i) Voucher and promo code discounts may not be combined with any other discounts. One (1) discount may be applied to each Test registration. ii) Voucher(s) cannot be exchanged, replaced or used in combination with other offers. Iii) Voucher and promo codes must be used ON or BEFORE the expiration date. Expiration dates may NOT be extended, and vouchers will NOT be replaced if NOT used ON or BEFORE the expiration date expires. iv) Voucher numbers and promo code information must NOT be distributed and/or resold without authorization by Visa v) Voucher(s) and promo code usage may only be used by the recipient and may not be distributed to another user not intended to receive the discount.
   22. Visa action for noncompliance. You understand and agree that, if for any reason and at its sole discretion, Visa believes your Test results do not accurately reflect your true knowledge or mastery of the subject matter of the Test and/or that you have violated this Agreement, Visa has the right (without refund of any kind) to deny you any further participation in the Test, cancel a passed Test result, revoke any pre-existing Visa certifications, remove any previously earned Certification Designation and any other rights previously conferred on you by Visa, and to temporarily or permanently ban you from any further participation in the Program.
   23. Representations and warranties. By You. You represent and warrant that (i) you will refrain from any conduct that could reflect unfavorably on or may harm the goodwill and reputation of Visa or its products and solutions; and (ii) you will not make any representation, warranty or promise on behalf of or binding upon Visa.
   24. Disclaimer. Visa 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 Program. Visa specifically disclaims any implied warranty for merchantability, fitness for a particular purpose and non-infringement of any third party rights.
   25. Privacy. Visa will treat the personal information you provide while participating in the Program in accordance with the Visa privacy policy. Please note that Visa’s test delivery and Certification Management Platform vendors may gather and/or receive the information on behalf of Visa. The vendors may also request to contact you directly about their products and services; however, providing that consent is optional, and you should review their privacy policies to address your particular needs and concerns. If you are, or become, employed by a Visa partner, Visa may provide information to such partner about your certification designation status (including information regarding any revocation by Visa of your certification designation).
   26. Indemnification. You agree to indemnify, defend and hold Visa, Visa’s affiliates and each of their respective directors, officers, employees, and agents harmless against any losses, liabilities, damages, claims and expenses (including attorneys’ fees and court costs) arising out of any claims or suits, whatever their nature and however arising, in whole or in part, which may be brought or made against Visa, or its affiliates, officers, employees or assigns, in connection with: (i) any personal injury, property damage or other claims which are caused, directly or indirectly by any negligent act, omission, illegal or willful misconduct by you, (ii) your use of misuse of Certification Designation, Digital Badge and/or the Logo; (iii) your use or misuse of Visa's confidential information; and/or (iv) your breach of any obligations or warranties under this Agreement.
   27. Limitation of liability. Liability. The Certification Exam may be administered by an independent testing vendor. You acknowledge and agree that Visa will have no liability to you for any claim in any way related to the Certification Exam, including registration, the testing environment, delivery of the certification exam, exam fees, and the accuracy, timeliness or reporting of certification exam results. Damages. Visa will not be liable for any indirect, incidental, special, punitive, or consequential damages or any loss of profits, revenue, data or use. Visa’s liability for direct damages, whether in contract, tort or otherwise, will be limited to the fees paid by you to Visa under this Agreement.
   28. Independent contractor. You will not represent yourself as an agent, employee, consultant, contractor or legal representative of Visa or any subsidiary thereof based upon this Agreement.
   29. Confidentiality and ownership. Confidential Information. All Confidential Information received by Visa to you under this Agreement must be held in confidence by you to the same extent and with at least the same degree of care as that with which you would care for your own confidential or proprietary information of like kind and import, but in no event using less than a reasonable degree of care. You will use confidential information only for the purpose of performing your obligations under this Agreement and for no other purpose whatsoever. You must not disclose, duplicate, publish, release, transfer or otherwise make available any confidential information in any form to, or for the use or benefit of, any person or entity without Visa’s prior express written consent in each instance. For the avoidance of doubt: The Certification Exam (including without limitation, questions, answers, blueprints, worksheets, computations, drawings, diagrams, length and number of exam segments and/or questions, or any communication related to the certification exam) is the confidential property of Visa and is made available to you for the sole purpose of testing your knowledge in the subject matter area referenced in the title of the applicable Certification Exam.
   30. Ownership. Visa retains all rights, title and interest in and to all information, content and data contained in Certification Exam(s) and all copyrights, patent rights, trademark rights and other proprietary rights thereto provided by Visa under this Agreement. Governing Law. This Agreement is governed by the laws of the State of New York, United States of America (including its conflict of law rules), and the federal laws of the United States. To the extent permitted by law, the state and federal courts located in and serving the borough of Manhattan will be the exclusive jurisdiction for disputes arising out of or in connection with this Agreement. The U.N. Conventional on Contracts for the International Sale of Goods does not apply. Severability. If any part of this Agreement is held unenforceable, the validity of all remaining parts will not be affected. Waiver. Failure to enforce a provision of this Agreement will not constitute a waiver. No Assignment. You will not assign, transfer, or sublicense this Agreement, or any right granted under this Agreement, in any manner and any attempted assignment, transfer, or sublicense, by operation of law or otherwise, will be null and void. Survival. Provisions that survive termination or expiration of this Agreement include those pertaining to limitation of liability, indemnification, nondisclosure, and others, which by their nature are intended to survive. Entire Agreement. This Agreement constitutes the complete agreement between you and Visa and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party; no other act, document, usage or custom will be deemed to amend or modify this Agreement.