BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, CLICKING ON AN "ACCEPT" BUTTON, OR OTHERWISE USING ANY MATERIALS, YOU AGREE TO THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, AND DO NOT CLICK ON AN "ACCEPT" BUTTON, OR FURTHER USE THE MATERIALS.
This Courseware License Agreement (“CLA”) grants a limited license (“License”) as set forth herein, that shall apply to all courseware, training materials, usage guides, kits, tools, and other materials, including any updates thereto (collectively “Courseware” and/or "Materials”, which may be used interchangeably) owned or licensed by Scaled Agile, Inc. ("SAI”) that are presently or subsequently distributed or made available to you (the "Licensee”).
This CLA is effective as of the date of access by Licensee and shall apply for as long as Licensee is not in breach of this CLA or any other SAI agreement. Capitalized terms not defined herein shall have the meaning described in the Materials.
I. GENERAL TERMS
A. Application of Terms. This License shall apply to all Materials and Licensee’s use thereof. The Materials and Licensee’s use may also be controlled by other agreements between SAI and Licensee. In the event of a conflict between this License and the Materials, the order of precedence shall be the terms of the Materials, and then this CLA.
B. License Grant. Upon receipt of payment, SAI will grant to Licensee a perpetual limited, non-exclusive, personal license to use the Courseware and Materials solely for the purpose of leading a Lean|Agile change initiative in Licensee’s business via in-person, instructor-led, classroom training only, and not for or by any other purpose or means, such as via the internet.
C. Proprietary Rights. The Materials shall at all times remain the sole property of SAI or its licensors. Nothing contained in this License shall grant to Licensee any right, title or interest in the Materials or any updates or improvements thereto, or any intellectual property rights related thereto. The Materials constitute SAI’s proprietary and confidential information and may not be used by or distributed to any third party without written permission of SAI.
D. Confidentiality. All Materials, agreements, pricing, and proposals provided to Licensee constitute the proprietary and confidential information (collectively, the “Confidential Information”) of SAI and may not be used by or disclosed or distributed to any third party without prior written permission of SAI. Nor may any derivative works be created therefrom without prior written authorization from SAI. The fact that SAI materials and information are provided to Licensee and are available through electronic means (such as SAI web pages, SAI shared internet channels, emails, and attachments, etc.) does not destroy their proprietary and confidential nature. Licensee agrees to be diligent in protecting such Confidential Information from unauthorized disclosure or use. The obligation of confidentiality set forth herein shall not apply to: (i) information in the public domain through no fault of Licensee, (ii) information received by Licensee from a third party without an obligation of confidentiality, and (iii) information independently developed by Licensee prior to the date of disclosure hereunder.
E. Prohibited Use. SAI and its licensors do NOT grant Licensee any rights or licenses of any kind, express or implied, other than those specifically set forth in this License or other agreements or in the Courseware or Materials. Except as may be permitted otherwise in an agreement or in accordance with Licensee’s certification level, Licensee may NOT him/herself or allow any others to:
- reproduce any Materials beyond that which is necessary to provision the number of Course attendees for whom Licensee has purchased licenses;
- distribute any Materials to anyone other than in pdf form to the Course attendees for whom Licensee has purchased licenses;
- modify, sublicense, resell, use for service bureau use, or create derivative works of any Materials;
- delete, alter, or obscure any trademark, copyright, or other proprietary notices appearing in the Materials; or
- add or insert any other trademark or copyright into any Materials.
F. Payment. You, the Licensee, must pay to SAI a license fee to obtain a sublicense for each individual who will attend a Course and who will see or use the Materials (regardless of whether Licensee is charging a fee for training or consulting). Licensee shall order such sublicense rights through the Scaled Agile Academy website. The License and sublicense(s) are only granted upon receipt of payment for each sublicense ordered.
G. Warranty. SAI warrants that it has the right to disclose, authorize, and license the use of the Materials in the manner and to the extent set forth in this CLA, and by doing so does not violate the rights of any third parties.
H. Disclaimer. All Materials are provided "as is” and without warranty of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness or a particular purpose. Except for the warranty provisions in I(G), SAI disclaims any damages under any theory of liability and shall not be liable to Licensee or any third party for incidental, special, or consequential damages, even if Licensee has been advised of the possibility of such loss or damage. The maximum amount of SAI’s liability to Licensee hereunder shall be US $100.
I. Indemnification. Licensee shall hold harmless and indemnify SAI from and against any third party claim arising out of or relating to Licensee’s negligence, misuse, or improper distribution of Materials to third parties and pay all reasonable costs thereof.
II. LICENSE FOR SAFe™ AGILISTS ("SA”) and PRACTITIONERS ("SP”)
In addition to all terms set forth in Section I above, the following terms apply to SA and SP Licensees:
A. Certification. SA and SP individual certification requirements and rights are posted on the Scaled Agile Academy website and all terms set forth there are hereby made a part of this License. Licensee agrees to comply with all applicable certification and examination requirements, and to maintain his/her certification in good standing for so long as Licensee designates or utilizes such certification.
B. Content and Branding Kits. SA and SP Licensees in good standing may use the content and branding kits provided by SAI, in accordance with their terms, for orientation, sales presentations, and to promote the business of SA and SP Licensees.
C. Termination. The rights granted herein shall terminate upon the earlier of: (i) Licensee’s loss or expiration of certification, or (ii) termination by either party for breach of this License or any applicable agreement between the parties. Upon termination, all rights and licenses granted in this License, in the Materials, and in any other applicable agreement shall immediately cease. Upon termination, regardless of reason, Licensee shall destroy all Materials in his/her possession.
III. LICENSE FOR SAFe™ PROGRAM CONSULTANTS ("SPC”)
In addition to all terms set forth in Sections I & II above, the following terms apply to SPC Licensees:
B. Termination. The rights granted under this Section III shall terminate upon the earlier of: (i) Licensee’s loss of certification, or (ii) as terminated by either party for breach of this License or the Agreement, or (iii) SAI determines that Licensee is not qualified to provide further training. Upon termination, all rights and licenses granted in this License, the Materials and applicable agreements shall immediately cease except for a single personal use license as set forth in Section I(B) above, and Licensee shall destroy all Materials in its possession except for a single personal use copy as permitted in I(B) above.
C. Verification. For the term of this Agreement and one year thereafter, Licensee agrees to create, retain, and provide to SAI and/or its auditors upon request information sufficient to provide auditable verification that Licensee's use of all Materials is in compliance with the uses authorized in this License and in the applicable Courseware or Materials, SAI will notify Licensee in writing if any such verification indicates that Licensee has used any Materials in excess of its authorized use or is otherwise not in compliance with applicable terms. Licensee agrees to promptly correct any noncompliance and promptly pay to SAI the charges resulting from the verification plus interest as set forth in Section I(C) above, and if Licensee’s distribution of Materials exceeds the licensed amounts, Licensee shall also reimburse SAI for its costs incurred in conducting the verification.
IV. OTHER TERMS
A. Choice of Law. This License is governed by the laws of the State of Colorado, excluding its conflicts of laws provisions.
B. Dispute Resolution. In the event Licensee has a dispute related to the License, Licensee shall notify SAI in writing of the nature of the dispute, describing in reasonable detail the facts and other relevant information underlying the dispute. If corrective action is not agreed upon, the dispute shall be mediated in Boulder, Colorado. If mediation fails, the dispute shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in the Colorado court having jurisdiction thereof. Notwithstanding the foregoing, SAI may at any time seek interim or permanent relief in the courts of the State of Colorado for disputes relating to non-compliance with confidentiality obligations or any provisions of this Agreement or any related document involving intellectual property rights, a violation of which Licensee hereby agrees will cause irreparable harm for which damages would be inadequate.
C. Amendments. Any amendment or change to this License must be in writing and signed by both Licensee and SAI to be binding.
D. Severability. If any provision in this License is determined to be unenforceable by any court of competent jurisdiction, such provision shall be modified to be enforceable and consistent with the parties’ intent as closely as possible. Further, if the remainder of the License is not materially affected by such determination and is capable of substantial performance, then the remainder will be enforced to the extent permitted by law.
E. Survival. Sections I, II(C), III(B-C) and IV shall survive any Termination of this License.
END OF LICENSE