CMT UNIVERSITY Non-Disclosure Agreement
CMT University, including the content and wording of exam questions, provides confidential Binary Tree information and/or Binary Tree copyrights that are protected by intellectual property laws. All candidates must agree to the Non-Disclosure Agreement (NDA), which obligates them to maintain the confidentiality of CMTU Exams before they can access an exam.
If an individual is caught violating the NDA, the candidate will be subject to action.
Binary Tree Certification Non-Disclosure Agreement
Binary Tree Certification program
Misuse of this Exam includes the copying of exam material for dissemination to, or use by, anyone not registered and approved by Binary Tree for CMT University admission. Other examples of misconduct and/or misuse of the Materials and Exam include, but are not limited to the following:
Submission of any work that is not completely your own
Providing or accepting improper assistance
Using unauthorized materials in an attempt to satisfy Exam requirements (this includes using brain dump material and/or any unauthorized publication of Exam questions with or without answers)
Disseminating actual Exam content
Misconduct as determined by statistical analysis
Modifying and/or altering the original results/score report for this Exam or any other Exam records
Fraudulently impersonating another to gain access to the Exam
Violation of the current Exam Retake Policy
Copying, publishing, selling, offering to sell, distributing in any way, or otherwise transferring, modifying, making derivative works of, reverse engineering, decompiling, disassembling, or translating any Exam or any part thereof
Binary Tree hereby expressly reserves all of its rights and remedies arising out of a breach of this agreement and/or the infringement of any related intellectual property rights including, but not limited to, its copyrighted certification Exams.
Examinee's acceptance or rejection of the Exam Agreement
Candidates are solely responsible for understanding the Binary Tree Exam security policies and procedures and complying with them.
Exam Retake Policy
General CMTU Exam Retake Policy
If a candidate does not pass an exam the first time, he/she may retake it after at least 24 hours have passed.
If a candidate does not achieve a passing score the second time, the candidate must wait at least 14 days to retake the exam a third time.
A 14-day waiting period will be imposed for all subsequent exam retakes.
A candidate may not take a given exam any more than five times per calendar year. In order to take a given exam more than five times per year, a candidate must obtain prior permission from Binary Tree.
If a candidate has passed an exam, he/she cannot take it again.
Important privacy notice
Binary Tree and the exam provider may share with each other Examinee information relating to the Binary Tree Certified Professional (BTCP) and Binary Tree Certified Trainer (BTCT) programs and Binary Tree Certification Exams to administer the tests, to provide a better future testing program and experience, and to facilitate statistical analyses.
Accept or reject the Exam Agreement
q Click Yes to acknowledge that the Examinee accepts the above terms.
q Click No if the Examinee does not accept the above terms.
The Examinee must click Yes to continue.
Binary Tree Certification Program Agreement
This is a legal agreement between you and BINARY TREE CORPORATION ("Binary Tree"), a Delaware corporation whose address is One Gateway Center, Newark, NJ 07102. By continuing, you are agreeing to be bound by the terms of this Binary Tree Certified Professional Program Agreement (the "Agreement DEFINITIONS)
The following terms shall have these defined meanings for the purposes of this Agreement:
"Binary Tree Certification Program" ("CMTU Program") shall mean the certification program described in this Agreement.
"Binary Tree Certified Professional" ("BPCP") shall mean an individual who has complied with the certification requirements set by the CMTU Program (including, but not limited to, satisfactorily passing the requisite "Binary Tree Certified Examinations"), and who, by maintaining current certification as an BPCP, is entitled to use one or more of the CMTU Designations in accordance with this Agreement.
Binary Tree Certified Professional Designation" ("CMTU Designation" or "Designation") shall mean any of the titles established by Binary Tree under the CMTU Program that you may become authorized to use by passing one or more Binary Tree Certified Professional Examinations and complying with the requirements of the CMTU Program. CMTU Designations include CMT-Certified Support Specialist, CMT-Certified Professional and CMT-Certified Expert. Binary Tree may add additional CMTU Designations to the CMTU Program from time to time at its discretion.
"Binary Tree Certified Professional Examination" ("CMTU Exam" or "Exam") shall mean any examination established by Binary Tree that CMTU candidates must satisfactorily pass to attain certification through the CMTU Program.
"Certification" shall mean satisfactorily passing the requisite CMTU Exams, and meeting and maintaining compliance with those other requirements set out in this Agreement for entitlement to use any CMTU Designation.
. To obtain certification in any of the applicable CMTU Designations, you must have successfully complied with the initial certification requirements for that Designation. Certification requirements are available online on the Binary Tree Training and Certification Web site, or by sending a request to Binary Tree at the address provided in the NOTICES section
on this page.
MAINTAINING CERTIFICATION. To maintain your certification(s), you must comply with any and all applicable continuing certification requirements specified by Binary Tree from time to time. You acknowledge and agree that Binary Tree may, at its sole discretion, change the certification requirements (both initial and continuing), CMTU Designations, at any time. Binary Tree will notify you by e-mail to the e-mail address you provide to Binary Tree, of any changes in certification requirements for any certifications you hold. You will be allowed six (6) full calendar months from the date Binary Tree sends you its e-mail notice in which to comply with any such changed certification requirements. Once granted, your certification(s) will remain valid if you stay in compliance with all applicable continuing certification requirements. Failure to comply with all applicable continuing certification requirements will result in termination of this Agreement pursuant to Section 8.
NON-DISCLOSURE AGREEMENT. All Binary Tree Certification exams, including the content and wording of exam questions, constitute confidential Binary Tree information protected by trade secret law. Anyone obtaining access to CMTU Exams is obligated to maintain the confidentiality of this information. If an individual is caught violating the Non-Disclosure Agreement to which all examinees must agree before beginning an CMTU Exam, the candidate will be permanently ineligible for any Binary Tree Certification. The following shows the text of this agreement:
This exam is Binary Tree confidential and is protected by trade secret law. It is made available to you, the examinee, solely for the purpose of becoming certified in the technical area referenced in the title of this exam. You are expressly prohibited from disclosing, publishing, reproducing, or transmitting this course material and this exam, in whole or in part, in any form or by any means, verbal or written, electronic or mechanical, for any purpose, without the prior express written permission of Binary Tree Corporation. If you, the examinee, fail to comply with the above regulations, you shall be permanently ineligible for any further certification. Furthermore, you, the examinee, shall also be decertified from the Binary Tree Certified Professional program and all current certifications associated with it.
AUTHORIZATION TO USE CMTU DESIGNATIONS
Subject to and expressly conditioned upon compliance with the terms and conditions of this Agreement, upon your successful completion of the initial certification requirements, and for so long as you remain in compliance with all applicable continuing certification requirements, Binary Tree hereby authorizes you to use the CMTU Designation(s) for which you have obtained certification.
NO FURTHER CONVEYANCES
You shall not assign, transfer, or sublicense this Agreement, or any right granted under this Agreement, in any manner. Any attempted assignment, transfer, or sublicense, by operation of law or otherwise, shall be null and void.
LIMITATION OF LIABILITY
IN NO EVENT SHALL BINARY TREE BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS PROFITS) ARISING FROM OR RELATED TO YOUR CERTIFICATION, FAILURE TO ACHIEVE CERTIFICATION, OR USE OF OR INABILITY TO USE THE CMTU DESIGNATIONS, OR ARISING FROM OR RELATED TO THE TERMINATION OF YOUR CERTIFICATION, EVEN IF BINARY TREE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
NO REPRESENTATIONS; INDEMNIFICATION
NO PARTNERSHIP, JOINT VENTURE, AGENCY, OR FRANCHISE. Neither this Agreement, nor any terms or conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship between you and Binary Tree or as granting a franchise. You may not advertise, promote, or suggest in any manner that the services being provided to customers in connection with the CMTU Designations are provided by, sponsored by, or associated with Binary Tree, or that you are employed by, affiliated with, or sponsored by Binary Tree, except to state that you have successfully completed all requirements for your particular certification(s), including having successfully passed any applicable Binary Tree Certified Professional Exam(s) for a particular version(s) of Binary Tree products. During the term of this Agreement, you shall insert the following language in each contract pursuant to which you will provide services involving Binary Tree products: "Binary Tree is not a party to this Agreement, and shall have no liability whatsoever with respect to the services that are the subject of this contract. Each applicable Binary Tree Certified Professional Designation (which may include one or more of the following titles: CMT-Certified Support Specialist, CMT-Certified Professional and CMT-Certified Expert ), indicates that I have successfully completed the corresponding Binary Tree Certification requirements, which reflect commensurate skills required to implement, support, and maintain solutions with relevant Binary Tree products. The services I provide under this contract are not provided, licensed, or sponsored by Binary Tree."
INDEMNIFICATION. You agree that Binary Tree shall have no liability to you or any of your clients or customers and that you shall defend, indemnify, and hold Binary Tree, its affiliate and subsidiary corporations and their respective employees, officers and directors harmless for any and all demands, claims, and/or liabilities (including but not limited to, personal injury or product liability claims arising out of: (i) your use of Binary Tree Certified Professional Designations in a manner which is in any way inconsistent with the terms of this Agreement; and/or, (ii) the performance, promotion, sale, or distribution of your services as a Binary Tree Certified Professional; or (iii) the termination of this Agreement by Binary Tree, pursuant to the terms herein. In the event Binary Tree seeks indemnification from you under this provision, Binary Tree will promptly notify you in writing of the claim(s) brought against Binary Tree for which it seeks indemnification. Binary Tree 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 shall be subject to your prior written approval. You shall reimburse Binary Tree upon demand for any expenses reasonably incurred by Binary Tree in defending such a claim, including, without limitation, attorney's fees and costs, as well as any judgment on or settlement of the claim in respect to which the foregoing relates.
TERMINATION BY EITHER PARTY. Either party may terminate this Agreement at any time, with or without cause, on thirty (30) calendar days' prior written notice to the other party.
TERMINATION BY BINARY TREE. Without prejudice to any rights Binary Tree may have under this Agreement or in law, equity, or otherwise, and in addition to its rights under Section 8(a) above, Binary Tree may terminate this Agreement immediately, including termination of any Certifications and CMTU Designations to which this Agreement relates upon the occurrence of any one of the following events (the "Defaults"): (i) you fail to comply with the applicable continuing certification requirements for such certification; (ii) you otherwise fail to comply with any of the terms of this Agreement, including, without limitation, the terms governing the use of the CMTU Designations; (iii) you engage in misappropriation or unauthorized disclosure of any trade secret or confidential information of Binary Tree (including, but not limited to, any CMTU Exam materials or other Binary Tree materials with respect to which you are under non-disclosure obligation), or pirate any Binary Tree product, or otherwise infringe any other intellectual property right of Binary Tree, or engage in any other activities prohibited by law; or (iv) a government agency or court finds that services you provided concerning the Binary Tree products to which your certification relates are defective in any way. In the event any Default occurs, Binary Tree will provide you with written notice of termination of this Agreement.
OBLIGATIONS UPON TERMINATION. From and after termination of this Agreement, you shall immediately cease all use of any Binary Tree Certified Professional Designation corresponding to the Certification to which this Agreement relates.
CONDUCT OF BUSINESS
BUSINESS PRACTICES. You agree that all business you conduct in your capacity, and all services you provide concerning Binary Tree products, shall be performed in a manner that (i) does not in any way harm the reputation of Binary Tree; (ii) avoids deceptive, misleading, or unethical practices; (iii) avoids making any representations, warranties, or guarantees to customers on behalf of Binary Tree for Binary Tree products or otherwise; (iv) complies with all applicable U.S. export regulations and other applicable governmental laws and regulations; and (v) complies with copyright and other intellectual property and proprietary rights protections for Binary Tree software, development tools, and other products, including, but not limited to, by not engaging in disassembling, decompiling, reverse engineering, or otherwise reducing or seeking to reduce the object code for Binary Tree software and/or tools to a human readable (source code) form.
TRADEMARK RESTRICTIONS. Nothing in this Agreement authorizes you to use any Binary Tree trademarks, service marks, or logos except as expressly specified in this Agreement.
COMPLIANCE WITH APPLICABLE LAW
You agree that at all times you shall conduct your business in compliance with all applicable federal and local laws and regulations, including, but not limited to, laws regulating your professional status and designation. You should note that some states regulate the use of the term "engineer" and you should comply as applicable with any such laws in addition to this Agreement and the Logo Guidelines in the event you ever attained the Designation "Binary Tree Certified Systems Engineer".
GOVERNING LAWS. This Agreement shall in all respects be controlled by the laws of the State of New Jersey. You hereby consent to jurisdiction and venue in the state and federal courts sitting in Essex County, New Jersey. The parties agree to accept service of process by U.S. certified or registered mail, return receipt requested or by any other method authorized by New Jersey Law. If either party employs attorneys to enforce any rights arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees, costs, and other expenses.
MODIFICATION. Except as otherwise expressly provided in this Agreement, the terms of this Agreement may be modified only by the transmission from Binary Tree to you of an e-mail notice, if your current e-mail address is in our records, setting out any modifications ("Modification Notice"). The modifications to the Agreement shall be effective thirty (30) days following the date on which the Modification Notice is transmitted by Binary Tree. Any CMTU student who does not wish to accept the modified Agreement may send written notice of termination to Binary Tree in accordance with Section 8(a) of this Agreement at the address below, or provide notice to Binary Tree in any alternative manner specified by Binary Tree in the Modification Notice.
NON-WAIVER. No waiver of any breach of any provision of this Agreement by either party on one occasion shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
NON-DISCLOSURE AGREEMENT. You expressly undertake to retain in confidence all information and know-how transmitted to you by Binary Tree that Binary Tree has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding its disclosure, ought in good faith to be treated as proprietary and/or confidential. You will make no use of such information and know-how except under the terms and during the existence of this Agreement. You expressly acknowledge that CMTU Exam questions and materials are subject to these confidentiality and non-disclosure obligations, and may not be disclosed to or discussed with others, or posted or published in any forum or through any medium. Notwithstanding the foregoing, you shall have no obligation to maintain the confidentiality of information that (i) you received rightfully from another party prior to its receipt from Binary Tree; (ii) Binary Tree has disclosed to an unaffiliated third party without any obligation to maintain such information in confidence; or (iii) you independently develop. Further, you may disclose confidential information as required by governmental or judicial order, provided you give Binary Tree prompt written notice prior to such disclosure, and comply with any protective order (or equivalent) imposed on such disclosure. Your obligation under this Section shall survive the expiration or termination of this Agreement and continue until the earlier of (i) such time as the information protected hereby is in the public domain through no fault of yours; or (ii) three years from the expiration or termination of this Agreement.
SURVIVAL. Sections 6, 7, 8(c), and 11 of this Agreement shall survive the expiration or termination of this Agreement.
NOTICES. All notices required by this Agreement to be sent to Binary Tree must be addressed to the following address.
Binary Tree Inc.
One Gateway Center, Newark, NJ 07102