TERMS AND CONDITIONS
Mobile Marketing Association, Inc. (together with its subsidiaries, regional organizations and local councils, “MMA”) and you hereby agree that the following terms and conditions (the “Terms and Conditions”) shall govern your participation in any one of the MMA certification programs offered by MMA (the “Program”). If you do not agree to these Terms and Conditions, you may not participate in the Program. The MMA shall post the current Terms and Conditions of the Program at http://mmaglobal.com/memberships/certified-mobile-marketer-program/terms.... MMA may modify the terms, conditions, and policies of the Program at any time without notice. You must comply with the then-current terms, conditions, and policies of MMA.
1. CERTIFICATION RIGHTS.
Upon the successful completion of the applicable MMA certification exams and any other requirements for the Program determined by MMA from time to time, and acceptance of these Terms and Conditions (“MMA Certification”), you shall be granted a personal, non-exclusive, non-transferable right to use the applicable certification titles granted to you by MMA upon MMA Certification (“Certification Title”). You may only use such Certification Title to promote your experience and qualifications as authorized under your MMA Certification and for no other purpose. Your grant of such right does not extend to any third parties. You explicitly agree that MMA Certification does not constitute endorsement by MMA of you.
2. CONFIDENTIALITY
The content of the applicable MMA Certification tests and courses for the Program and any accompanying materials (“Materials”) you receive is owned and copyrighted by MMA. You understand, acknowledge and agree:
2.1 That MMA spends substantial resources in developing and administering its Materials and carefully guards their integrity and confidentiality;
2.2 That the Materials, or any part thereof, may not be reproduced without the express prior written permission of MMA;
2.3 That the Materials are confidential and proprietary information of MMA and are not to be disclosed, published, disseminated, or distributed to any third party without the express prior written permission of MMA;
2.4 That the Materials are exclusive and proprietary property of MMA and are protected by MMA’s intellectual property rights under applicable law;
2.5 You acknowledge that money damages would not be a sufficient remedy for any breach of your confidentiality obligations under this Agreement and, in the event of a breach or threatened breach by you of these terms, MMA shall be entitled to equitable relief, in addition to any other remedies at law or in equity that it may have, without the requirement of posting a bond or other security, including injunctive relief or specific performance or both to enforce your obligations; and
2.6 That your obligation of confidentiality under this Section shall survive the termination or expiration of these Terms and Conditions.
3. TERM AND TERMINATION.
3.1 Term. The term during which you may use your applicable Certification Title shall commence upon receiving your MMA Certification, and shall continue until terminated as set forth herein, provided that the MMA Certification requirements have not changed. You acknowledge that MMA has the right to change the requirements associated with obtaining or maintaining MMA Certification at any time. MMA will publicly announce the establishment of additional requirements for certifications.
3.2 Termination. The right to use your Certification Title may be terminated by MMA immediately and automatically without notice of any kind (i) if you breach these Terms and Conditions in any way; or (ii) if you fail to maintain your MMA Certification pursuant to Section 1 above.
3.3 Effect of Termination. Upon termination of the right to use your Certification Title, you may no longer use your Certification Title and the license and rights granted hereunder shall terminate completely. Except as specifically provided herein, you shall have no further rights or obligations under these Terms and Conditions after termination.
3.4 Survival. Rights and obligations under 2.0 (Confidentiality), 3.4 (Survival), 4.0 (Disclaimer, Limitation of Liability), 5.0 (Indemnification), 6.0 (MMA Proprietary Rights) and 7.4 (Arbitration and Governing Law) of these Terms and Conditions shall survive termination or expiration of these Terms and Conditions.
4. DISCLAIMER, LIMITATION OF LIABILITY.
MMA MAKES, AND YOU RECEIVE, NO WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATED TO OR ARISING IN ANY WAY OUT OF THESE TERMS AND CONDITIONS. MMA SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY FOR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF ANY THIRD PARTY RIGHTS. IN NO EVENT SHALL MMA BE LIABLE FOR INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE) ARISING OUT OF THESE TERMS AND CONDITIONS OR INCURRED BY ANY PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF MMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MMA’S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO MMA UNDER THESE TERMS AND CONDITIONS. This Section shall survive termination or expiration of these Terms and Conditions for any reason and represents your exclusive remedy and MMA's entire liability under these Terms and Conditions.
5. INDEMNIFICATION.
You agree to indemnify and hold MMA harmless against any loss, liability, damage, cost or expense (including attorneys’ fees) arising out of any claims or suits, whatever their nature and however arising, which may be brought or made against MMA arising out of or in any manner connected with your use, whether authorized or unauthorized, of the Certification Title licensed herein; personal injury or property damage arising from your negligent or illegal acts or omissions; or your misuse of MMA’s confidential information as described in Section 2 above. This Section shall survive termination or expiration of these Terms and Conditions for any reason.
6. MMA PROPRIETARY RIGHTS.
Upon successfully receiving MMA Certification you may use the applicable Certification Title, provided all use is in strict compliance with relevant guidelines provided by MMA from time to time. You acknowledge that MMA is the sole owner of its trademarks and agree that you will not interfere with MMA's rights in its trademarks, including challenging MMA's use of, registration of, or application to register its trademarks, alone or in combination with other words or designs, anywhere in the world, and that it will not harm, misuse, or bring into disrepute any MMA trademark. You shall not use the marks “MMA,” “Mobile Marketing Association,” or any other marks belonging or licensed to MMA in any way except as expressly granted by MMA. All goodwill arising out of the permitted use of MMA's marks shall inure to the benefit of and belong to MMA. Any unauthorized use or misuse of any MMA trademarks or trade names may result in immediate termination of certification in the Program.
7. OTHER PROVISIONS.
7.1 No Joint Venture or Partnership. These Terms and Conditions shall not create a joint venture, partnership, principal-agent, employer employee, or similar relationship between the parties. You will not represent yourself as an agent, employee, consultant, contractor or legal representative of MMA or any subsidiary thereof.
7.2 No Warranties by You. In no event shall you have any right to make any representation, warranty, or promise on behalf of MMA.
7.3 Injunction. You recognize and acknowledge that a material breach by you of any of your covenants, agreements or undertakings hereunder will cause MMA irreparable damage, which cannot be readily remedied in monetary damages in an action at law. Therefore, in addition to its rights and remedies otherwise available at law, upon an adequate showing of material breach, and without further proof of irreparable harm other than this acknowledgment or the requirement for security or the posting of a bond, MMA shall be entitled to immediate equitable relief, including, but not limited to, both interim and permanent injunctions, to stop such damage.
7.4 Arbitration and Governing Law. The parties will attempt in good faith to resolve any controversy or claim by negotiation or mediation. If they are unable to do so, and regardless of the causes of action alleged, the claim will be resolved by arbitration before a sole arbitrator in New York, NY pursuant to the then-current Commercial Rules of the American Arbitration Association and the federal substantive and procedural law of arbitration. The substantive law of the State of New York will govern these Terms and Conditions. The arbitrator’s award will be final and binding, and may be entered in any court having jurisdiction thereof. The arbitrator will not have the power to award punitive or exemplary damages, or any damages excluded by, or in excess of, any damage limitations expressed in these Terms and Conditions. Each party will bear its own attorneys' fees and costs related to the arbitration. Any claim or action must be brought within two years after the cause of action accrues.
7.5 Waiver and Severability. The waiver by either party of any default or breach of these Terms and Conditions shall not constitute a waiver of any other or subsequent default or breach. In the event any provision of these Terms and Conditions is determined to be invalid or unenforceable by a court of competent jurisdiction, then the other provisions of these Terms and Conditions shall continue in full force and effect.
7.6 No Assignment. These Terms and Conditions may not be assigned by you in whole or in part. Any attempted assignment shall be null and void.
7.7 Entire Agreement. These Terms and Conditions constitute the complete agreement between the parties and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of these Terms and Conditions.