Scrum Manager Center License 1.0

Scrum Manager® Center License — version 1.0

This license governs the grant, by UNCOVERING BETTER WAYS SLU ("the Licensor"), with tax ID (CIF) ESB72733363, registered office at Calle Bari 55, Of. E7-2A, Edificio Náyade, 50197 Zaragoza (Spain), recorded in the Commercial Registry of Zaragoza, volume 4624, book 0, folio 204, section 8, sheet Z-70972, 1st entry (2022), holder of the registered trademark Scrum Manager® and of the rights to the Scrum Manager® training materials and certification model, of the rights required to operate as a Scrum Manager training and certification center.

This is an open license that is perfected upon use.

1. Definitions

• Center: any natural or legal person professionally engaged in training or professional consulting activities that accepts this license.
• Affiliate Center: the initial level of every Center.
• Authorized Center: the level corresponding to a Center with proven quality under section 5.
• Validated call: a training or certification activity recorded on the Intranet and validated in accordance with the operating guides.
• Approval (homologación): recognition by the Licensor of a course developed by the Center for integration into the Scrum Manager certification framework.
• SP: Skill Points (Puntos de Aptitud, PDAs) of the Scrum Manager certification system.
• Intranet: the academic and administrative management platform accessible to Centers, where the protocols, operating guides, calculation procedures and Fees referred to in this license are published.
• Fees: the prices of exam and certification fees and of the Licensor's other services, published on the Intranet.
• Contact Address: the email address indicated by the Center in the registration application and kept up to date in its Intranet profile.

2. Grant of rights

The Center is granted the following rights, on a non-exclusive, non-transferable basis and with no right to sublicense:

1. Use of the Scrum Manager® trademark, with its corresponding level designation, for the offering and marketing of courses and exams on the Scrum Manager core syllabi, in person or online, with in-person or audiovisual supervision by Center staff, valid for obtaining the corresponding official certification.

2. Use for commercial purposes of the training and consulting content and tools published by the Licensor under the Scrum Manager®, AgiLevel® and Agile Bedrock trademarks. This license constitutes an authorization for such commercial use that is independent of, and additional 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 Center's own courses on topics extending the core syllabi, with SP certification.

4. Publication of its calls in the official calendar at scrummanager.com.

The Center may exercise the granted rights through its employees, teachers and collaborators acting under its direction and responsibility. Such action does not constitute a sublicense, nor does it confer on those persons any right of independent use of the trademarks, materials or other rights covered by this license.

Approval of a Center's own course does not entail any assignment to the Licensor of the intellectual property rights in that course. The Center retains the ownership or rights it holds in 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. Nature of the relationship

1. This license does not constitute, and shall not be construed as, a franchise, agency, distribution, mandate, partnership, silent partnership (cuentas en participación), temporary joint venture (unión temporal de empresas) or employment relationship between the Licensor and the Center.

2. The Center acts independently, under its own professional or commercial identity, in its own name and on its own account. It organizes its activity, its material and human resources, its commercial policy and its retail prices with full autonomy, and bears exclusively the risks and rewards of its activity.

3. This license does not impose on the Center any uniform commercial method, nor any exclusivity of territory, clientele or supply.

4. The Center is not authorized to act in the name or on behalf of the Licensor, nor to assume obligations on its account. Use of the licensed trademarks is limited to identifying the official training and certification offering under the terms of this license.

5. 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 convey a system of commercial organization or exploitation of the Center's business, a uniform commercial method, or know-how intended to reproduce a business model of the Licensor.

6. The Center 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 its own clientele for its training services.

4. Eligibility and acceptance

1. This license may be accepted by any natural or legal person professionally engaged in training or professional consulting activities that provides its identifying details (name or legal name, tax identification number, address, contact details and Contact Address) in the registration application.

2. This license is perfected when the Center completes the registration application and expressly states its electronic acceptance through the acceptance mechanism provided for that purpose. Such acceptance constitutes full acceptance of this license and a responsible declaration that the eligibility conditions are met and that the information provided is truthful. The subsequent exercise of any of the granted rights confirms the acceptance given.

3. The Licensor may verify the information provided and may suspend or terminate the license under section 8 if it proves false or unverifiable.

4. The validity and level of each Center's license are 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 a Center's status as Affiliate Center or Authorized Center. The Center has this verification address available on the Intranet, as a link and as a QR code, for use in its communications and offers.

5. The Center has available on the Intranet the dated, downloadable version of the license applicable to it, together with an indication of its current level and, where applicable, of any partial measures in force under point 8.3.

5. Levels

1. Every Center joins as an Affiliate Center.

2. An Affiliate Center automatically becomes an Authorized Center upon meeting: (a) at least 3 validated calls; (b) at least 15 quality ratings recorded by its students at scrummanager.com; and (c) an average rating above 8 out of 10, calculated in accordance with the procedure published on the Intranet.

3. Each Center's current level is shown on its public profile in the scrummanager.com directory, and is the only level designation the Center may use.

4. The Center may include Scrum Manager courses, exams or certifications in a bid submitted in a public procurement procedure only if it holds the current level of Authorized Center on the date the bid is submitted. The bid must include the verification address of the Center's license.

5. If an Authorized Center's average rating falls below 8 out of 10, the Center automatically reverts to Affiliate Center level, with no prior notice required. The system records the date and the calculation values giving rise to the reversion, which are available to the Center on the Intranet.

6. If, after regaining Authorized Center level, the Center's average rating again falls below 8 out of 10, the Licensor may terminate the license under point 8.5.

6. Conditions

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

1. Exam protocol. Certification exams are conducted in accordance with the instructions on marking, confidentiality, delivery, supervision and student identification published on the Intranet.

2. Activity records. Academic activities are recorded on the Intranet in the manner and within the deadlines indicated in the operating guides.

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

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

5. Respect between centers. The Center refrains from reproducing the work of other centers or agents in the network, from making disparaging commercial references about them, and from any undue exploitation of another's reputation or effort.

6. Brand use. 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 Center protects the confidentiality of the official exams and question banks and does not reproduce, disseminate or use them outside authorized calls.

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

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

10. Payment. Exam and certification fees and other services are paid in accordance with the Fees published on the Intranet, before their due date. Changes to the Fees are notified to the Center at least 30 days before they come into force and do not affect activities already recorded before that date.

11. Compliance verification. The Licensor may request from the Center 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 Center shall cooperate reasonably with such verifications.

7. Communications

1. Communications from the Licensor to the Center concerning this license are sent to the Contact Address. The Center undertakes to keep the Contact Address up to date in its Intranet profile and to attend diligently to the communications received at it.

2. Communications concerning non-compliance, termination of the license, new versions of the license and changes to the Fees are sent by certified email or another means providing reliable evidence of the sending, its date and its content.

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

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

8. Term and termination

1. This license remains in force while the Center remains active. Inactivity means completing fewer than 2 training activities, or training or certifying fewer than 15 students, in any period of 12 consecutive months. Inactivity is not counted during the first 12 months following the Center's registration date. A license terminated due to inactivity requires a new registration application in order to operate again.

2. In the event of non-compliance with the conditions of section 6 that does not qualify as a serious breach under point 8.4.e, the Licensor notifies the Center so that, within the period indicated in the notification, it may provide any explanations it deems appropriate and, where the nature of the non-compliance so allows, remedy it. Once the non-compliance is remedied, the license continues in force with no further effect. The license terminates if the non-compliance is not remedied within the period or if the Center does not respond.

3. The Licensor may choose, with justification and proportionality, partial measures while a non-compliance is being resolved or instead of termination: withdrawal of the approval of the affected courses, temporary suspension of any of the granted rights, or reversion to Affiliate Center level.

4. This license terminates: (a) at the Center's request; (b) due to inactivity; (c) due to falsehood in the responsible declaration or in the information provided; (d) due to non-compliance with the conditions of section 6 not remedied within the period following the notification under point 8.2, or in the absence of a response to it; (e) by reasoned communication, due to serious or repeated breach of the conditions on authorship (6.4), respect between centers (6.5), confidentiality (6.7) or truthfulness (6.8), or due to conduct attributable to the Center which, by reason of its seriousness and its direct connection 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 trust in the integrity of the certification model; or (f) due to recurrence of the drop in the average rating under point 5.6.

5. In the cases of points 8.4.e and 8.4.f, the Licensor notifies the Center, stating its reasons, of the facts and the possible termination, and the Center has a minimum period of 15 calendar days to make submissions. 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 exams or the integrity of the certification model, the Licensor may, stating its reasons, order the immediate precautionary suspension of the affected rights until the procedure is resolved. Once the period for submissions has elapsed, the Licensor issues a reasoned decision in view of any submissions made.

6. Termination entails the immediate cessation of the exercise of the licensed trademarks, the level designations and the granted rights. From that moment the Center shall cease offering new activities under the license and shall remove the trademarks, level designations and references to its status as a Center from its websites, profiles, promotional materials and other media within a maximum of 15 calendar days. Exceptionally, the Licensor may expressly authorize the completion of activities already begun before termination, on the terms and for the time strictly necessary for their conclusion. Termination gives rise to no right to compensation or indemnity of any kind in favor of the Center, including any compensation for clientele. Termination of the license is reflected immediately in the public verification page. Certifications already issued to the Center'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 Center any commercial result, or any volume of students, revenue or profit deriving 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, of opportunities, of data or of the Center's reputation.

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

5. The exclusions and limitations in this section do not apply where the law does not allow 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 Center and the Licensor act as independent data controllers, each with respect to the processing it carries out for its own purposes: the Center, for the organization, marketing and delivery of its training activities; the Licensor, for the issuance and registration of certifications, the maintenance of students' curricular records at scrummanager.com and the management of this license.

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

3. Each party complies for itself with the obligations incumbent on it under Regulation (EU) 2016/679 and any other applicable regulations, including those relating to information to data subjects, legal basis, security and the handling of data subjects' 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 will formalize the conditions required by articles 28 or 26, respectively.

11. License versions

The Licensor may publish new versions of this license, notifying Centers in accordance with section 7 at least 30 days before they come into force. The exercise of the granted rights after a new version comes into force constitutes acceptance of that version. A Center that does not wish to accept it may request deregistration without penalty. The dated version accepted by each Center remains available and downloadable in its Intranet profile.

12. Governing law and jurisdiction

This license is governed by Spanish law. Judicial jurisdiction over 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 to jurisdiction 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. Severability. If any provision of this license is declared null or unenforceable, the remaining provisions retain their validity, and the affected provision will be replaced or interpreted in the valid sense closest to its purpose.

2. No waiver. The Licensor's tolerance of, or failure to exercise, any of the rights or powers provided for in this license does not imply a waiver of them.

3. Entire framework. This license, together with the operating guides, protocols and Fees published on the Intranet, constitutes the complete framework of the relationship between the parties with regard to the licensed subject matter.

4. Language. This license is published in Spanish and in English. In the event of divergence between the two versions, the Spanish version prevails.