Scrum Manager Authorized Agent License 1.0

Scrum Manager® Training Agent License — version 1.0

This license governs the grant, by UNCOVERING BETTER WAYS SLU ("the Licensor"), with Tax ID ESB72733363, registered office at Calle Bari 55, Of. E7-2A, Edificio Náyade, 50197 Zaragoza (Spain), registered in the Commercial Registry of Zaragoza, volume 4624, book 0, folio 204, section 8, sheet Z-70972, 1st entry (2022), owner of the registered trademark Scrum Manager® and of the rights over the Scrum Manager® training materials and certification model, of the rights necessary to deliver Scrum Manager training and certification as a training agent, within the licensee's own consulting services.

This is an open license that is perfected upon use.

1. Definitions

• Agent: a natural person who professionally carries out consulting or advisory activities, who meets the requirements of point 4.1 and who accepts this license.
• Authorized Agent: the designation corresponding to the Agent while their license is in force.
• Required professional certifications: the Scrum Manager Trainer and Agile Consultant professional certifications, kept in force in accordance with the maintenance conditions published by the Licensor.
• Consulting services: professional consulting, advisory or support services that the Agent personally provides to their clients.
• Validated call: a training or certification activity registered in the Intranet and validated in accordance with the operational guides.
• Approval: recognition by the Licensor of a course developed by the Agent for its integration into the Scrum Manager certification framework.
• SP: Skill Points of the Scrum Manager certification system.
• Intranet: the academic and administrative management platform accessible to centers and agents, where the protocols, operational guides, calculation procedures and Fees referred to in this license are published.
• Fees: the prices for examination rights, certification and other services of the Licensor, published in the Intranet.
• Contact Address: the email address provided by the Agent in the registration application and kept up to date in their Intranet profile.

2. Grant of rights

The Agent is granted, on a non-exclusive, personal and non-transferable basis and without the right to sublicense, the following rights:

1. Use of the Scrum Manager® trademark, with the designation of Authorized Agent, for the delivery of courses and examinations based on the Scrum Manager core syllabi, in person or online, with in-person or audiovisual supervision carried out personally by the Agent, valid for obtaining the corresponding official certification.

2. Use for commercial purposes of the training and advisory content and tools published by the Licensor under the Scrum Manager®, AgiLevel® and Agile Bedrock trademarks. This license constitutes an independent and additional authorization for such commercial use with respect to the public licenses (Creative Commons or others) under which those materials are distributed to the general public, without prejudice to the attribution and integrity conditions applicable to each material.

3. Application for approval of the Agent's own courses on topics extending the core syllabi, with SP certification.

4. Publication of their calls in the official calendar of scrummanager.com.

The rights granted are exercised personally by the Agent. The Agent may rely on collaborators for auxiliary and logistical tasks, but personally delivers the courses and supervises the examinations.

Invoicing the Agent's services through a company of which the Agent is the owner or a partner does not transfer the license or the rights granted, which remain personal to the Agent.

The Approval of an Agent's own course does not imply the assignment to the Licensor of the intellectual property rights over that course. The Agent retains ownership or the rights they hold over its content and authorizes the Licensor solely to perform the acts necessary to identify the course as approved, publish it and integrate it into the Scrum Manager certification and SP framework for as long as the Approval remains in force.

3. Scope and nature of the relationship

1. Scope. The Agent offers Scrum Manager courses and examinations as part of the Consulting services they provide to their clients. This license does not authorize offering or advertising them as a training product independent of those services, nor identifying oneself as a Scrum Manager training center. Open offering of courses and examinations as a training product requires the Scrum Manager Center License.

2. This license does not constitute, and may not be interpreted as, a franchise, agency, distribution, mandate, partnership, joint account, temporary joint venture or employment relationship between the Licensor and the Agent.

3. The Agent acts independently, under their own professional or commercial identity, in their own name and on their own account. They organize their activity, their resources, their commercial policy and their prices with full autonomy, and bear exclusively the risks and benefits of their activity.

4. This license does not impose on the Agent any uniform commercial method, nor any territorial, customer or supply exclusivity.

5. The Agent is not authorized to act in the name or on behalf of the Licensor nor to enter into obligations on its account. The use of the licensed trademarks is limited to identifying the official training and certification included in their services under the terms of this license.

6. The guides, protocols, tools and services provided by the Licensor are limited to the academic, technical, certification, security and trademark-use aspects necessary to preserve the integrity of the certification model. They do not constitute or transfer a system for organizing or commercially operating the Agent's business, a uniform commercial method or know-how intended to reproduce a business model of the Licensor.

7. The Agent does not promote or arrange transactions on behalf of the Licensor, does not receive commissions for transactions concluded by the Licensor, and develops and manages their own customer base.

4. Eligibility and acceptance

1. This license may be accepted by any natural person who professionally carries out consulting or advisory activities, who holds the Required professional certifications in force and who provides their identification details (name, tax identifier, address, contact details and Contact Address) in the registration application.

2. This license is perfected when the Agent completes the registration application and expressly declares their electronic acceptance through the acceptance mechanism provided for that purpose. Such acceptance entails full acceptance of this license and a sworn declaration that the eligibility conditions are met and that the data provided are truthful. The subsequent exercise of any of the rights granted confirms the acceptance made.

3. The Licensor may verify the data provided and suspend or terminate the license in accordance with section 8 if they prove to be false or unverifiable.

4. The validity of each Agent's license is publicly verifiable at scrummanager.com through the unique verification address assigned to each license. This public verification constitutes the official means of attestation issued by the Licensor of an Agent's status as Authorized Agent. The Agent has access in the Intranet to that verification address, in link and QR code format, for use in their communications and offers.

5. The Agent has access in the Intranet to the dated, downloadable version of the license applicable to them and, where applicable, to the partial measures in force in accordance with point 8.3.

5. Authorized Agent status

1. Every Agent whose license is in force holds the designation of Authorized Agent, which is stated in their public profile in the scrummanager.com directory and is the only designation they may use in connection with this license.

2. Quality. If the Agent's average quality rating, calculated in accordance with the procedure published in the Intranet, falls below 8 out of 10, the Licensor notifies the Agent and may adopt the partial measures of point 8.3. The system records the date and the calculation values, which are available to the Agent in the Intranet. If, after having regained an average above 8 out of 10, the average again falls below that value, the Licensor may terminate the license in accordance with point 8.5.

6. Conditions

The exercise of the rights granted is subject to the following conditions:

1. Examination protocol. Certification examinations are conducted in accordance with the instructions on rubric, confidentiality, delivery, supervision and student identification published in the Intranet.

2. Registration of activities. Academic activities are registered in the Intranet in the manner and within the deadlines indicated in the operational guides.

3. Quality ratings. The Agent encourages at least 20% of their students to complete the quality rating in the members' area of scrummanager.com.

4. Authorship. The courses, syllabi, descriptions and materials that the Agent submits for approval or publishes as their own are of their own creation or have the express authorization of their author.

5. Respect among centers and agents. The Agent refrains from reproducing the work of other centers or agents in the network, from making disparaging commercial references about them, and from any improper exploitation of the reputation or effort of others.

6. Trademark use. The use of the Scrum Manager®, AgiLevel® and Agile Bedrock trademarks complies with the brand usage guide published by the Licensor, without suggesting non-existent relationships of exclusivity, representation or ownership.

7. Confidentiality. The Agent protects the confidentiality of the official examinations and question banks and does not reproduce, disseminate or use them outside authorized calls.

8. Truthfulness. The information published by the Agent about Scrum Manager training and certification services is truthful and consistent with the current official documentation.

9. Data protection. The Agent processes students' personal data in accordance with the applicable regulations and with section 10 of this license.

10. Payment. Examination rights, certification and other services are paid in accordance with the Fees published in the Intranet, before their due date. Changes to the Fees are communicated to the Agent at least 30 days before they take effect and do not affect activities already registered before that date.

11. Compliance verification. The Licensor may request from the Agent the information and evidence reasonably necessary to verify compliance with the conditions of this license, limited to the matters covered by it and respecting confidentiality and the applicable data protection regulations. The Agent must cooperate reasonably with such verifications.

12. Professional certifications. The Agent keeps the Required professional certifications in force throughout the term of the license. While either of them is not in force, the Agent may not exercise the rights granted by this license, and recovers them once its renewal is confirmed. The lapse of the certifications is not a ground for termination of the license.

7. Communications

1. Communications from the Licensor to the Agent regarding this license are sent to the Contact Address. The Agent undertakes to keep the Contact Address up to date in their Intranet profile and to attend diligently to communications received there.

2. Communications regarding breaches, termination of the license, new versions of the license and changes to the Fees are sent by certified email or another means that provides reliable evidence of the sending, the date and the content.

3. Communications take effect from the date of their evidenced delivery. Where there is evidence of an attempted delivery to the Contact Address and it cannot be completed for a cause attributable to the Agent, the communication is deemed validly made and takes effect 3 calendar days after it was sent. Non-delivery due to causes attributable to the Licensor or to the communication service provider does not have this effect. The Agent's failure to access the content after an evidenced delivery does not affect the effectiveness of the communication.

4. Communications from the Agent to the Licensor are addressed to admin@scrummanager.com or to the channel indicated by the Licensor in the Intranet.

8. Term and termination

1. This license is indefinite and is not subject to a minimum level of activity. It remains in force as long as none of the grounds for termination under point 8.4 applies, without prejudice to the suspension of the exercise of rights provided for in point 6.12.

2. In the event of a breach of the conditions of section 6 that is not considered a serious breach under point 8.4.d, the Licensor notifies the Agent so that, within the period indicated in the notification, they may provide any explanations they deem appropriate and, where the nature of the breach allows, remedy it. Once the breach is remedied, the license continues in force with no further effects. The license terminates if the breach is not remedied within the period or if the Agent does not respond.

3. The Licensor may opt, in a reasoned and proportionate manner, for partial measures while a breach is being resolved or instead of termination: withdrawal of the approval of the affected courses or temporary suspension of any of the rights granted.

4. This license terminates: (a) at the Agent's request; (b) for falsehood in the sworn declaration or in the data provided; (c) for breach of the conditions of section 6 not remedied within the period following the notification under point 8.2, or without a response to it; (d) by reasoned notification, for serious or repeated breach of the conditions on authorship (6.4), respect among centers and agents (6.5), confidentiality (6.7) or truthfulness (6.8), or of the scope under point 3.1, or for conduct attributable to the Agent which, by its seriousness and direct relationship with the activities covered by this license, causes or is objectively capable of causing substantial harm to the reputation of the licensed trademarks or to confidence in the integrity of the certification model; or (e) for repeated decline of the average rating in accordance with point 5.2.

5. In the cases under points 8.4.d and 8.4.e, the Licensor notifies the Agent, with reasons, of the facts and the possible termination, and the Agent has a minimum period of 15 calendar days to submit representations. In these cases there is no right to remedy. Where there is sufficient evidence of a serious breach and the continued exercise of the rights could compromise the trademark, the confidentiality of the examinations or the integrity of the certification model, the Licensor may, with reasons, order the immediate precautionary suspension of the affected rights until the procedure is resolved. Once the period for representations has elapsed, the Licensor decides with reasons in light of the representations submitted, if any.

6. Termination entails the immediate cessation of the use of the licensed trademarks, the designation of Authorized Agent and the rights granted. From that moment the Agent shall cease offering new activities under the license and shall remove the trademarks, the designation and references to their status as Authorized Agent from their websites, profiles, promotional materials and other media within a maximum period of 15 calendar days. Exceptionally, the Licensor may expressly authorize the completion of activities already begun before termination, under the terms and for the time strictly necessary for their conclusion. Termination does not give rise to any right to compensation or indemnity in favor of the Agent, including any compensation for clientele. Termination of the license is reflected immediately in the public verification check. Certifications already issued to the Agent's students remain valid.

7. The measures provided for in this license are without prejudice to any actions available to the Licensor or to third parties.

9. Warranties and liability

1. The Licensor's platforms (website, Intranet, EVAL and other tools) and the licensed materials are provided "as is" and "as available". The Licensor does not guarantee their uninterrupted availability, error-free operation or suitability for purposes other than those provided for in this license, without prejudice to its reasonable commitment to maintenance and continuous improvement.

2. The Licensor does not guarantee the Agent any commercial result, nor any volume of students, revenue or profits derived from this license.

3. To the maximum extent permitted by law, the Licensor is not liable for indirect or consequential damages, loss of profit, loss of business, opportunities, data or reputation of the Agent.

4. The Licensor's total aggregate liability towards the Agent, on all grounds arising from this license, is limited to the amount actually paid by the Agent to the Licensor during the 12 months preceding the event giving rise to the liability.

5. The exclusions and limitations of this section do not apply in cases where the law does not permit their exclusion or limitation, in particular in the event of willful misconduct or gross negligence on the part of the Licensor.

10. Data protection

1. As a general rule, the Agent and the Licensor act as independent data controllers, each with respect to the processing it carries out for its own purposes: the Agent, for the organization, marketing and delivery of their training activities; the Licensor, for the issuance and registration of certifications, the maintenance of students' curricular history on scrummanager.com and the management of this license.

2. In the processing described in the preceding point in which both parties act as independent controllers, the communication to the Licensor of the student data necessary for the registration of activities and the issuance of certifications constitutes a communication between independent controllers, necessary for the provision of the certification service requested by the student through the Agent.

3. Each party independently fulfills the obligations incumbent upon it under Regulation (EU) 2016/679 and any applicable regulations, including those relating to information to data subjects, legal basis, security and the handling of rights.

4. Where a specific processing operation, by its nature and actual configuration, gives rise to a processor or joint controller relationship under the GDPR, the parties shall formalize the conditions required by Articles 28 or 26, respectively.

11. License versions

The Licensor may publish new versions of this license, notifying the Agents in accordance with section 7 at least 30 days before they take effect. The exercise of the rights granted after a new version takes effect constitutes its acceptance. An Agent who does not wish to accept it may request deregistration without penalty. The dated version accepted by each Agent remains available and downloadable in their Intranet profile.

12. Governing law and jurisdiction

This license is governed by Spanish law. Jurisdiction for disputes arising from its interpretation or performance is determined in accordance with the applicable mandatory rules. Where the relationship is international in nature and express submission is legally valid under the applicable regulations, the parties agree to the jurisdiction of the courts and tribunals of Zaragoza (Spain).

13. Final provisions

1. Partial invalidity. If any provision of this license is declared null or unenforceable, the remaining provisions shall retain their validity, and the affected provision shall be replaced or interpreted in the valid sense closest to its purpose.

2. No waiver. Tolerance or failure by the Licensor to exercise any of the rights or powers provided for in this license does not imply a waiver of them.

3. Entire agreement. This license, together with the operational guides, protocols and Fees published in the Intranet, constitutes the complete framework of the relationship between the parties with respect to the licensed subject matter.

4. Language. This license is published in Spanish and in English. In the event of any discrepancy between the two versions, the Spanish version shall prevail.