Veson University Certification Program Agreement

By clicking “PLACE YOUR ORDER” on the Veson University Website or by signing an Order with Veson Nautical LLC for the purchase of Veson University products, you acknowledge that you have read and agree to the following terms and conditions, which govern the programs (which may or may not lead to certification), course materials and examination(s), and any related services (“Program Materials”) purchased under this Program Agreement (“Agreement”).  IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT TAKE OR ACCESS THE PROGRAM MATERIALS.  THIS AGREEMENT WILL BE EFFECTIVE WHEN YOU ACCESS THE PROGRAM MATERIALS.

  1. Definitions.  The following terms shall have these defined meanings for the purposes of this Agreement:

This Agreement (including the Veson Website Terms and Conditions and Privacy Policy, which are hereby incorporated by reference) is entered into between You and Veson Nautical LLC  (“Veson”) and sets forth the terms governing the Programs.    In the event of any conflict between the terms set forth herein and any terms set forth in the Veson Website Terms and Conditions and Privacy Policy, the terms of set forth herein shall govern.

  • “Certificate” means the applicable certification or badge designation, including any associated Veson Marks used to identify the Certification Program.  Veson may alter or revise any Certificate and respective artwork, or add additional Certificates, from time to time at its sole discretion, by posting the most current version on the applicable Veson Website.
  • “Certification” means passing the requisite Examination(s), and meeting and maintaining compliance with those other requirements set out in this Agreement for entitlement to use any Certificate.
  • “Certified Individual” means an individual who has satisfactorily passed the required Examination(s), and met all certification requirements set by the applicable Certification Program, maintains the certification by meeting any additional requirements and re-certifications required by the Certification Program, and is entitled to use the Certificate(s) in accordance with this Agreement.
  • “Certification Program” means the Program(s) directed towards a certification for those who have successfully met certain requirements.
  • “Certification Program Materials” means Program Materials directed towards a certain Certification Program.
  • “Confidential Information” shall mean any information that relates to Program Materials, Examinations, and any other materials or communications that include information which has not been made available to the general public (including the language and content of certification programs, as well as examination questions and answers) disclosed to you by Veson.  Confidential Information, however, does not include information that: (a) is now or subsequently becomes generally available to the public through no fault or breach on the part of you; (b) you can demonstrate to have had rightfully in your possession prior to disclosure to you by Veson; (c) is independently developed by you without the use of any Confidential Information; or (d) you rightfully obtained from a third party who has the right to transfer or disclose it to you without limitation.
  • “Examination” means any examination established by Veson that individuals must satisfactorily pass to attain or maintain certification respectively through the Certification Program.
  • “Program” means courses and programs described in this Agreement.
  • “Program Materials” has the meaning ascribed in the Preamble above.
  • “Veson Marks” means the Veson name or any tradename, service mark, trademark or logo used by Veson, whether or not registered, to identify Veson’s business or goods or services (including the Certification Program(s)), together with all associated goodwill.
  1. Access to Program Materials.
    • Access to content, including all Program Materials are subject to the Veson Website Terms.
  2. Certification and Certificate(s).
    • Upon completion of the requirements and satisfactorily passing of the applicable Examination(s), you will be eligible for Certification.  Certification requirements are described in relevant course details page available on the Veson University catalog.
    • Continuing Certifications. Where the applicable Certification Program specifies additional requirements in order to maintain or continue Certifications, you must meet all such additional requirements to maintain your Certifications.  Veson may, from time to time and in its sole discretion, change or modify certification requirements (both initial and continuing) or Veson Certificates.  Veson will use commercially reasonable efforts to notify you by email to the email address provided to Veson of any changes to the certification requirements for any Certifications you currently hold.   You must comply with the changed requirements within the period of time set forth in the applicable Certification Program to stay in compliance with any modified compliance requirements.
    • You warrant and represent that all services you provide and all business you conduct as an Certified Individual shall;  (i) not harm the reputation of Veson or its products or services; (ii) not employ deceptive, misleading, or unethical practices; (iii) not make any representations, warranties, or guarantees to customers on behalf of Veson; (iv) not access or use the Certification Program Materials from any country or location where such access or use is prohibited by applicable law; (v)  comply with all applicable federal and local laws and regulations (including, but not limited to laws regulating your professional status and licensing requirements and U.S. export regulations) and all other applicable governmental laws, statutes and regulations; and (vi) comply with all  intellectual property and proprietary rights protections for the Certification Program Materials.
    • Authorization to use Certificate(s).  So long as you meet and comply with all applicable Certification requirements and, in the case of continuing Certification, additional requirements, Veson authorizes you to use the corresponding Certificate(s) for the applicable Certification Program for which you have been certified according to the terms of this Agreement for the purpose of indicating that you have met the relevant Certification Program requirements. You may not represent that a Certification or Certificate is any warranty or guarantee of your abilities with regard to any Veson product or service.  All rights not expressly granted herein are reserved by Veson. You acknowledge Veson has sole ownership of the Certificate(s), and that nothing in this Agreement shall give you any right, title, or interest in the Certificates, other than the authorization specifically granted herein. You may not use or reproduce the Certificates in any manner whatsoever other than as described herein. Nothing in this Agreement shall authorize you to use any Veson trademarks, service marks, or logos except as expressly specified in this Agreement and all other terms and policies referenced herein.
  3. Disclaimer of Warranty.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, VESON SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY OR IMPLIED WARRANTIES RELATING TO THE PROGRAM MATERIALS AND EXAMINATION, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.  ALL PROGRAM MATERIALS AND EXAMINATIONS ARE PROVIDED ON AN “AS IS” and “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND.  DECISIONS REGARDING CERTIFICATION PROGRAM REQUIREMENTS, INCLUDING ADDITIONAL REQUIREMENTS, EXAMINATIONS, PASSING SCORES, AND GRADING OF EXAMS ARE FINAL AND ARE MADE IN VESON’S SOLE DISCRETION.
  4. Limitation of Liability.  TO THE EXTENT PERMITTED BY LAW, VESON’S LIABILITY UNDER THESE TERMS AND CONDITIONS IS LIMITED TO THE AMOUNTS PAID BY YOU FOR THE CERTIFICATION EXAMINATION.  IN NO EVENT SHALL VESON OR ANY AFFILIATE OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, PUNITIVE OR SPECIAL DAMAGES RESULTING FROM ANY BREACH OF WARRANTY OR CONDITION, OR UNDER ANY LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE; LOSS OF REVENUE; LOSS OF ACTUAL OR ANTICIPATED PROFITS (INCLUDING LOSS OF PROFITS ON CONTRACTS); LOSS OF THE USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION; LOSS OF, DAMAGE TO, CORRUPTION OF, OR COMPROMISE OF DATA; OR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE CAUSED, ARISING FROM OR RELATED TO YOUR CERTIFICATION, FAILURE TO ACHIEVE CERTIFICATION, OR USE OF OR INABILITY TO USE THE CERTIFICATE(S), OR ARISING FROM OR RELATED TO THE TERMINATION OR REVOCATION OF YOUR CERTIFICATION, EVEN IF VESON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  5. Indemnification. You agree that Veson shall have no liability to you or any of your employees, agents, clients or customers and that you shall defend, indemnify, and hold Veson, its affiliates, subsidiary corporations and their respective officers, directors, employees, agents, successors and assigns harmless from and against any and all actions, demands, claims, and/or liabilities (including, but not limited to, personal injury or product liability claims) arising out of: (i) your use of the Certificate(s) in a manner which is in any way inconsistent with the terms of this Agreement; or, (ii) the performance, promotion, sale, or distribution of your services as a Veson Certified Individual; or (iii) the termination of this Agreement by Veson, pursuant to the terms herein. In the event Veson seeks indemnification from you under this provision, Veson will promptly notify you in writing of the claim(s) brought against Veson for which it seeks indemnification. Veson reserves the right, at its option and sole discretion, to assume full control of the defense of such claim with legal counsel of its choice. You may not enter into any third party agreement which would, in any manner whatsoever, affect the rights of, or bind Veson in any manner, without the prior written consent of Veson. In the event Veson assumes control of the defense of such claim, Veson shall not settle any such claim requiring payment from you without your prior written approval.  Upon Veson’s request, you shall reimburse Veson for any expenses reasonably incurred by Veson 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.
  6. Confidentiality.  You agree to protect Veson’s Confidential Information, using at least the same degree of care that you use to protect your own confidential and proprietary information of similar importance, but no less than a reasonable degree of care.  You agree to use Veson’s Confidential Information for the sole purpose of becoming a Certified Individual.   You will not disclose, publish, or disseminate Confidential Information.  You may disclose Confidential Information to the extent required by law, provided you make reasonable efforts to give Veson notice of such requirement prior to any such disclosure and take reasonable steps to obtain protective treatment of the Confidential Information.  Except as expressly set forth herein, no license or other rights to Confidential Information are granted or implied hereby and Veson retains all of its rights therein.  Notwithstanding any other provision in this Agreement, if you provide any ideas, suggestions or recommendations to Veson regarding Veson’s Confidential Information (“Feedback”), Veson is free to use and incorporate s uch Feedback in Veson’s products or services, without payment of royalties or other consideration to you, so long as Veson does not infringe on your patents, copyrights or trademark rights in the Feedback.  Nothing in this Agreement is intended to grant a license or waive any rights in either party’s patents, copyrights or trademarks.
  7. Term and Termination.  Either party may terminate this Agreement at any time, with or without cause, by giving thirty (30) calendar days’ prior written notice to the other party.  Veson may terminate this Agreement immediately, including termination and revocation of any Certification(s) to which this Agreement relates, and termination of your use of the corresponding Certificate(s), upon the occurrence of any one of the following events (each a “Cause”):  (i) you fail to comply with any of the terms of this Agreement, including, without limitation, the terms governing the use of the Certificate(s); (ii) you misappropriate or disclose any trade secret or Confidential Information of Veson (including, but not limited to, any Confidential Information, including Examination content, with respect to which you are under obligation of confidentiality), or otherwise infringe any other intellectual property right of Veson, or engage in any other activities prohibited by law; (iii) you fail to comply with the applicable continuing certification requirements for the relevant certification; or (iv) a government agency, regulatory agency or court finds that services you provided concerning the Veson products to which your certification relates are defective in any way. In the event any of the above occurs, Veson may provide you with written notice of termination of this Agreement.  Immediately upon termination of this Agreement, you shall immediately cease all use of any Certificate(s) corresponding to the Certification to which this Agreement relates.  Veson’s termination under this section shall not prejudice any rights Veson may have under this Agreement or in law, equity or otherwise.  Sections 3, 4, 5, 6, and 10 shall survive termination of this Agreement.
  8. Relationship of the Parties.  You acknowledge that nothing in this Agreement shall be construed as creating a partnership, joint venture or agency relationship between you and Veson or as granting a franchise. You shall not advertise, promote, or suggest in any manner that the services being provided to customers in connection with the Certified Individual and corresponding Certificates are provided by, sponsored by, or associated in any way with Veson, or that you are employed by, affiliated with, or sponsored by Veson, except to state that you have successfully completed all requirements for your particular Certification(s).
  9. Governing Law. These Terms and Conditions will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any conflict of law principles. Any legal action arising out of or relating to this Agreement may be brought only in a state or federal court located in the Commonwealth of Massachusetts.
  10. General.  You may not assign your rights or obligations under this Agreement.  Any unauthorized assignment will be void.  Veson will not be liable for performance or delays beyond its reasonable control.  A waiver of any breach or default under this Agreement shall not constitute a waiver of any subsequent breach or default.  If a court of competent jurisdiction holds that any provision of this Agreement is invalid or unenforceable, the remaining portions will remain in full force and effect, and the parties will replace the invalid or unenforceable provision with a valid and enforceable provision that achieves the original intent of the parties and the economic effect of the Agreement.  This Agreement, including any additional terms referenced herein, constitute the entire agreement between Veson and you with regard to Certification and supersede all prior negotiations, agreements, and understandings with respect to the subject matter, and no addition to or deletion from or modification of any of the provisions hereto shall be binding upon Veson unless made in writing and signed by an authorized representative of Veson.  Any term or condition on any other document submitted by you shall be of no force or effect whatsoever and is specifically rejected.  Veson reserves the right to change this Agreement at any time and without notice.  Notices of changes to the Agreement will be given by Veson posting the changes on the Veson Website and will be deemed given when posted.  You will have a commercially reasonable time to implement such changes by Veson, not to exceed thirty (30) days.

These Terms and Conditions were last updated:  July 17, 2020.

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