Diligent Climate Leadership Program 

This Diligent Certification Program Agreement ("Agreement") is an agreement between you ("you" or "your") and Diligent Corporation ("Diligent") regarding your participation in the Diligent Certification Program. The terms of this Agreement apply to (a) any Diligent Certifications you attain, and (b) your participation in the Program, including your access to and use of any Diligent Certification Program benefits and Diligent Certification credentials that Diligent makes available as part of the Program.

  1. DEFINITIONS

    Affiliate” means any legal entity that owns, is owned by, or is commonly owned with a party. “Own” means having more than 50% ownership or the right to direct the management of the entity. 

    Diligent Academy” means an online training resource with courses, video tutorials, and certification programs. 

    Diligent Certification means completing the requisite Program, and meeting and maintaining compliance with all certification or recertification requirements, to use the corresponding Credential. 

    "Diligent Certification Credential" or "Credential" means the full or abbreviated title of a specific Diligent Certification that is used to signify an individual’s completion of a specific Diligent Certification Program. 

    Diligent Certification Program” or “Program” means any certification program issued by Diligent and offered in connection with these terms. It includes, but is not limited to, all related courses, events, quizzes, interviews, case studies.

     

  2. DILIGENT CERTIFICATION

    To Obtain and Maintain a Diligent Certification: To obtain and maintain a Diligent Certification, you must (a) complete all the requirements of the Program and satisfy all certification and recertification (if applicable) requirements for the applicable Diligent Certification; and (b) accept and comply with this Agreement, all Program requirements, and all other additional requirements for the applicable Diligent Certification.

    Changes to Diligent Certification Requirements: Diligent may, at its sole discretion, change the Diligent Certification requirements (both initial and continuing) at any time by posting such changes on Diligent Academy or the applicable registration page. You will be allowed three (3) full calendar months from the date Diligent posts the changes to comply with any additional requirements. Your right to use a particular Credential may terminate if you fail to comply with any additional certification or recertification requirements for a particular Credential.

     

  3. CONFIDENTIALITY

    The Program, all related content, and any information provided to you by Diligent are Diligent’s confidential information. Information that you rightfully knew before receiving it from Diligent under no obligation of confidentiality, information that was lawfully disclosed to you by a third-party under no obligation of confidentiality, and public information are not confidential information under this Agreement. You will immediately tell Diligent if you are legally required to disclose Diligent’s confidential information. You agree to (a) hold confidential information in strict confidence and take reasonable precautions to protect it; (b) not to use confidential information at any time during the term or after the termination of this Agreement, except to participate in the Program; and (c) not disclose, publish, reproduce or transmit any confidential information to any third-party, in any form, including without limitation, verbal, written, electronic or any other means for any purpose.

    If Diligent believes you have violated this Agreement or acted in a manner that could diminish or compromise the security or integrity of the Program in any way, Diligent reserves the right to decertify you and terminate your participation in the Program.

  4. PROGRAM BENEFITS

    Program Benefits Provided by Third-Parties: Some Program benefits may be provided by third-parties. You understand and agree that such third-parties are responsible for such benefits, not Diligent. Diligent is not responsible for any Program benefit provided by a third-party and Diligent does not sponsor or endorse the third-party vendors or its services or products. 

    Additional Terms: Program benefits may have additional terms, conditions, and licenses. You must accept and comply with any additional terms associated with a Program benefit before you can use that benefit. You may not use a Program benefit if you do not comply with any applicable additional terms, conditions, and licenses.

  5. USE OF CERTIFICATION CREDENTIALS

    Grant of Rights: Subject to, and expressly conditioned upon, (a) your acceptance and compliance with the terms and conditions of this Agreement, (b) your successful completion of all current requirements for the Diligent Certification, and (c) your continued compliance with all current and applicable certification and recertification requirements, Diligent hereby grants you the revocable right to use the Credential(s) for which you have obtained Diligent Certification and to publicly identify that you have obtained such Credential(s).

    Restrictions: You may not use, or reproduce, the Credential in any manner whatsoever other than as described in this Agreement or in any applicable artwork provided by Diligent. You will use the Credentials in a manner that does not derogate from the rights of Diligent in the Credentials and will take no action that may interfere with or diminish the rights of Diligent in the Credentials or damage Diligent’s reputation or goodwill in the Credentials. You will not use the Credentials in a way that may cause confusion about whether any products or services you offer are Diligent products or services.

    Ownership: Diligent reserves all rights not expressly granted herein. You acknowledge Diligent’s sole ownership of the Credentials, and any associated goodwill, and that Diligent retains all right, title, and interest in and to the Credentials. Diligent is the sole beneficiary of the goodwill associated with your use of the Credentials.

  6. PRIVACY

    Personal Information: You acknowledge and agree that Diligent collects certain information about you to run the Program and that the Diligent Certifications you have earned. Further, your Program activities may be tracked and associated with your personal information. See the Diligent Privacy Policy here for more information on how we may collect and use your personal information.

    Use of Personal Information: You agree that Diligent may occasionally contact you to invite you to participate in surveys and research. Your personal information may be handled outside of the jurisdiction in which your personal information originates. The Program may allow you to interact with Diligent, the presenters, or other attendees by video, audio, text, or other means of messaging (“Interactions”), which may involve use of your personal information. You are solely responsible for any Interactions you make and their accuracy. We take no responsibility and assume no liability for any Interactions by you or any third party.

    Disclosure of Personal Information: You grant Diligent the right to share your name, contact information (including email address), employer’s logo and company name, the Credentials you have earned and your status in the Program (i) with other Diligent programs to verify your and your employer’s compliance with other Diligent program requirements, (ii) with Diligent Affiliates and with any third-parties that assist in delivering the Program or issuing, maintaining, or accessing the Credentials; and (iii) for post Program follow up and marketing purposes.

  7. YOUR RESPONSIBILITIES

    Business Practices: You agree that you will (i) refrain from conduct that could harm the reputation of Diligent; (ii) avoid deceptive, misleading, or unethical practices; (iii) not make any representations, warranties, or guarantees on behalf of Diligent; (iv) comply with all applicable U.S. export regulations and other applicable governmental laws and regulations; and (v) comply with copyright and other intellectual property and proprietary rights protections.

    You may not advertise, promote, imply, or suggest in any manner that you are employed by, affiliated with, endorsed, or sponsored by Diligent, except to state that you have successfully completed all requirements for the particular Credential(s) you have earned.

  8. CHANGES

    Diligent expressly reserves the right to (a) update and change the Agreement, (b) change the Program or any aspect of it at any time, including the right to retire Credentials, change certification requirements, and change Program requirements and benefits, and (c) discontinue the Program. Diligent will post changes on Diligent Academy or the applicable registration page. You are responsible for checking Diligent Academy and/or the applicable registration page regularly for any such changes. Changes do not apply retroactively.

  9. NO WARRANTIES

    DILIGENT DOES NOT GUARANTEE YOUR SATISFACTION WITH THE PROGRAM OR YOUR RESULTS, WHICH ARE PROVIDED “AS-IS”. DILIGENT AND ITS AFFILIATES MAKE NO EXPRESS OR IMPLIED WARRANTIES REGARDING THE PROGRAM OR CREDENTIALS, AND HEREBY DISCLAIMS ALL WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED BY LAW, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES, REPRESENTATIONS, CONDITIONS AND OTHER TERMS OF QUALITY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. FOR THE AVOIDANCE OF DOUBT, DILIGENT MAKES NO WARRANTY, UNDERTAKING, REPRESENTATION, CONDITION OR OTHER AGREEMENT THAT THE PROGRAM, DILIGENT ACADEMY, OR OTHER ONLINE SERVICES USED IN RELATION TO THE PROGRAM OR ANY INFORMATION OR DATA ACCESSED OR STORED THEREIN WILL MEET YOUR REQUIREMENTS OR BE ACCURATE, COMPLETE, SECURE, ERROR-FREE, OR AVAILABLE.

  10. LIMITATION OF LIABILITY

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DILIGENT OR ITS AFFILIATES OR THIRD-PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE PROGRAM (WHETHER FOR PROGRAM BENEFITS, TERMINATION, OR OTHERWISE), YOUR DILIGENT CERTIFICATION, FAILURE TO ACHIEVE A DILIGENT CERTIFICATION, THE USE OF OR INABILITY TO USE THE CREDENTIALS, OR THIS AGREEMENT. THIS EXCLUSION WILL APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  11. INDEMNIFICATION

    You agree to defend, indemnify, and hold Diligent and its Affiliates harmless from and against any and all third-party claims, demands, costs, liabilities, judgments, losses, expenses, and damages (“Claim”) (including attorneys' costs and fees) arising out of, in connection with, or related to (a) your participation in the Program; (b) your use of any Credential in a manner which is in any way inconsistent with the terms of this Agreement; (c) the performance, promotion, sale, or distribution of your services; or (d) the termination of this Agreement by Diligent pursuant to the terms of this Agreement. In the event Diligent seeks indemnification from you under this provision, Diligent will promptly notify you in writing of the Claim(s) brought against Diligent for which it seeks indemnification and, at Diligent’s discretion, permit you, through counsel acceptable to Diligent, to answer and defend such Claim. You may not settle any Claim on Diligent’s behalf without first obtaining Diligent’s written permission, which will not be unreasonably withheld, and you will not publicize the settlement without Diligent’s prior written permission. Diligent reserves the right, at its option, to assume full control of the defense of such Claim with legal counsel of its choice. If it so undertakes, any settlement of such Claim requiring payment from you will be subject to your prior written approval. You will reimburse Diligent upon demand for any expenses reasonably incurred by Diligent in defending such a Claim, including, without limitation, attorneys’ fees, and costs, as well as any judgment on or settlement of the Claim in respect to which the foregoing relates.

  12. TERMINATION

    Termination for Cause: Diligent may immediately terminate this Agreement upon written notice if: You fail to comply with any applicable Certification or recertification requirements; You fail to comply with any of the terms of the Agreement; You misrepresent your Credential(s); You engage in misappropriation or unauthorized disclosure of any trade secret or confidential information of Diligent; You engage in activities prohibited by law; or You misrepresent your certification status, association with Diligent, or any other relationship with Diligent.

    Depending on the severity of noncompliance and in Diligent’s sole discretion, you may also be permanently decertified and terminated from the Diligent Certification program. If this happens, you will also permanently lose your Diligent Certification credentials.

    Automatic Termination: This Agreement will automatically terminate if you lose your status in the Diligent Certification program or if Diligent cancels the Program.

    Effects of Termination: Upon expiration or termination of the Agreement, all rights granted to you under the Program shall immediately terminate. Following such termination or expiration, you will immediately: cease all activity relating to the Program; stop identifying yourself as a participant in the Program; cease all use of any Credential, and Program benefit; and destroy any associated materials that you have received as part of the Program.

    Survival: Upon expiration or termination of the Agreement, the obligations which by their nature are intended to survive expiration or termination of the Agreement shall survive. You agree that Diligent and its Affiliates and subsidiaries will not be liable to you or any third-party for costs or damages of any sort resulting from (a) the termination of this Agreement in accordance with its terms, and (b) your suspension from or cancellation of the Program.

  13. MISCELLANEOUS

    Legal Notices: Any legal notice to Diligent under this Agreement shall be addressed to:

    Diligent Corporation

    111 West 33rd Street, 16th Floor, New York, NY 10120

    Attention: Legal Department

    With a copy to: [email protected] 

    No Exclusivity: Your participation in this Program is voluntary. Nothing in this Agreement restricts you from supporting, promoting, distributing, or using non-Diligent technology.

    Relationship: The parties are independent contractors. This Agreement does not create an employer-employee relationship, partnership, joint venture, or agency relationship, and does not create a franchise. You may not make any representation, warranty, or promise on Diligent’s behalf.

    Applicable Law: This Agreement shall be governed in accordance with the laws of the State of Delaware, USA, notwithstanding any conflict-of-law provisions to the contrary. The parties further agree that the Uniform Computer Information Transactions Act (UCITA) (as adopted or as may be adopted in the State of Delaware or any other jurisdiction) and the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement. In any legal action relating to this Agreement, you agree to the exercise of jurisdiction over it by a state or federal court in Delaware. You hereby irrevocably waive your right to trial by jury in any action or proceeding arising out of this Agreement or the transactions relating to its subject matter. This choice of jurisdiction and venue does not prevent either party from seeking injunctive relief for a violation of intellectual property rights, confidentiality obligations or enforcement of recognition of any award or order. Injunctive relief or enforcement of recognition may be sought in any appropriate jurisdiction.

    Severability: If any court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.

    No Waiver: Any delay or failure by Diligent to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy.

    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.

    Force Majeure: Diligent will not be responsible for failure of performance due to causes beyond its control, including acts of God or nature; labor disputes; sovereign acts of any federal, state, or foreign governments, or network and/or computer failure (“Force Majeure Event”); provided that Diligent makes a reasonable attempt to remove the impact of the Force Majeure Event as soon as reasonably possible.

    Cancellation and Refund Policy: If you are unable to attend the Program you may cancel your registration by providing written notice to Diligent at [email protected]. If notice of cancellation in accordance with this section is received on or before the date identified on the Program registration page, Program fees will be refunded to you. REFUNDS WILL NOT BE ISSUED FOR CANCELLATION NOTICES RECEIVED AFTER THE DATE IDENTIFIED ON THE PROGRAM REGISTRATION PAGE, AND ALL OUTSTANDING PROGRAM FEES SHALL BE PAID TO DILIGENT. ANY PROCCESSING FEES OR OTHER SIMILAIR ADMINISTRATIVE CHARGES WILL NOT BE REFUNDED TO YOU.

    If Diligent cancels the Program, Diligent shall provide refund of the Program fees to you. Diligent reserves the right to reschedule or cancel any live and/or hybrid sessions or convert a live and/or hybrid session to a virtual session, due to COVID-19 related restrictions, inclement weather, or other causes beyond Diligent’s control.