Important: Please carefully read these terms and conditions of the Medidata Certification Program Agreement before checking the “Yes, I Accept” checkbox. By checking the “Yes, I Accept” checkbox, you agree to these terms, and Medidata Solutions, Inc. will authorize you to take the certification examination. If you do not agree to all of the terms of this Medidata Certification Program Agreement, you cannot proceed with the certification examination. Upon checking the “Yes, I Accept” checkbox, the certification examination will begin.

1. Purpose
Medidata Solutions, Inc. (“Medidata”) is in the business of, among other things, manufacturing, distributing, licensing, and promoting computer software products. Medidata has established a program under which individuals may take examinations to demonstrate competence relating to one or more Medidata products or solutions.

Successful participants in this program may become authorized to use Medidata logos, trade and service marks, trade names, emblems and titles (collectively called “Trademarks”) pertaining to the certification credential that Participant has completed, in each case as described in the certification program guidelines and only in association with the title Medidata authorizes Participant to use.

2. Definition

2.1 Marks means the service marks and logos pertaining to the certification credential that Participant has completed.
2.2 Participant means the individual who, in consideration for being allowed to take one or more certification examinations offered by Institute, agreed to the terms of this Medidata Certification Program Candidate Agreement (“Agreement”).

3. Confidentiality

Medidata program materials and test content is proprietary, confidential and copyrighted material of Medidata Solutions. Participant shall not disclose to any third party or use any information concerning any certification examination of Medidata, including, but not limited to training materials, questions, form of questions, or answers. The foregoing obligations of nondisclosure and nonuse are binding on Participant until such time, if ever, as the specific information covered by the obligations are made generally available to the public.
By participating in this program, Participant may be provided with information or materials relating to Medidata’s technology and business affairs, including but not limited to Medidata program and training materials, test content, questions, form of questions, and answers, which is proprietary, confidential, copyrighted material and/or constitutes a trade secret (“Confidential Information”) of Medidata. Participant shall not disclose any Confidential Information to any third party or use any Confidential Information that you receive during this program other than for the benefit of Medidata or to record or copy any such Confidential Information absent Medidata’s prior written consent. Further, you acknowledge and agree that access to and disclosure of information or materials (including Confidential Information) during the program does not grant you any rights in such information or materials, either express or implied. You acknowledge Medidata’s ownership of its Confidential Information and agree not to modify, reverse engineer, decompile or create any other works from any Confidential Information. The foregoing obligations of nondisclosure and nonuse are binding on Participant until such time, if ever, as the specific information covered by the obligations are made generally available to the public.

4. Conduct

A professional level of conduct is expected by all Participants who hold a certification from Medidata. Participant shall (i) avoid deceptive, misleading, or unethical practices which are or might be detrimental to Medidata or its products; and (ii) refrain from making any representations, warranties, or guarantees concerning Medidata products. Medidata may, at its sole discretion, determine whether Participant’s services meet Medidata’s standards and may terminate any certifications at any time, on written notice.

The program testing is based on the honor system. This means that Medidata trusts Participant to act honestly and ethically in using and protecting test content. Any Participant that is found to be dishonest can result in suspension from the program, and/or immediate removal of certification, at Medidata’s sole discretion.

Participant agrees that if Medidata revokes Participant’s Certification, Medidata shall have the right to notify Participant’s employer and respond to any inquiry by Participant’s employer about changes in Participant’s Certification status.

5. Retake Examination Policy

Each Participant may attempt each certification Core Skills Examination up to [six (6)] times in a twelve (12) -month period.

6. Special Accommodations

Medidata provides special accommodations in accordance with the Americans with Disabilities Act of 1991 (ADA). If a disability prevents a Participant from taking the examination under normal conditions, Participant may request special accommodations. The request must be in writing, explain the name of the disability (i.e. the diagnosis), the type of accommodation you are requesting, and must include attached supporting documentation of the diagnosis from a qualified healthcare professional. After receiving the request and appropriate documentation, Participant will be contacted to make arrangements for special accommodation.

7. Program Modifications

In order to maintain flexibility in our relationship, Medidata may modify, delete and/or discontinue the terms of the program and expressly reserves the right to change examination criteria, examination methodology, or the certification mechanism at any time. In the event of a revision, Participant’s signing or otherwise manifesting assent to a new agreement may be a condition of continued certification.

Participant is responsible for keeping informed of Medidata’s continuing certification requirements and for maintaining his or her certification. If Participant does not complete the continuing certification requirements within the time frame specified by Medidata, Participant’s certification for that credential will be revoked without further notice, and all rights pertaining to that certification (including the right to use the applicable Trademarks) will terminate.

8. Certification Designation

Subject to the terms and conditions of this Agreement, Medidata grants you a non-exclusive, personal and non-transferable license to use the Trademarks solely in connection with providing services corresponding to the certification credential you have achieved. You may not use the Trademarks for any purposes that are not directly related to the provision of the services corresponding to your particular certification. You may not use the Trademarks of any credential unless you have completed the certification requirements for that certification credential and have been notified by Medidata in writing that you have achieved certification status for that particular credential. Participant shall retain the certification status if Participant leaves his or her current employment and/or begins working with a new organization.

9. Legal Disclaimer

Certification by Medidata indicates that Participant has met the specific requirements of the certification process, but is not a guarantee of competency, accuracy, or quality of services of any individual who is certified. Medidata disclaims any warranty, express or implied, regarding the products or services provided by any Participant.

Medidata does not endorse or sponsor the products or services of any firm, organization, or person. Medidata’s name and logo may only be used to indicate that Participant has achieved the relevant Certification designation and may not be used in any way which suggests that Medidata endorses or sponsors the services of any individual Participant.

MEDIDATA IS NOT LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, OR ANY INCIDENTAL, SPECIAL, OR OTHER ECONOMIC CONSEQUENTIAL DAMAGES, EVEN IF IT IS INFORMED OF THEIR POSSIBILITY.

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, MEDIDATA HAS THE RIGHT NOT TO GRANT, CONTINUE, OR RENEW YOUR CERTIFICATION IF MEDIDATA REASONABLY DETERMINES THAT YOUR CERTIFICATION OR USE OF THE CORRESPONDING TRADEMARKS WILL ADVERSELY AFFECT MEDIDATA.

10. Term

This Agreement will commence immediately upon Participant’s acceptance of the terms and conditions of this Agreement prior to taking a certification examination. This Agreement will remain in effect if Participant upgrades Participant’s status to include any other certifications, and the provisions of this Agreement specific to those new certification(s) will also apply to Participant. Either party may terminate this arrangement without cause by giving the other party thirty (30) days written notice of its intent to terminate. Medidata may, in its sole discretion, terminate this Agreement at any time without notice if Participant breaches any of the material terms of this Agreement, or if Participant violates or fails to meet any program requirements. Medidata will provide Participant written notice of termination via e-mail or regular mail at Participant’s last known address.

11. Directory

Acceptance of this Agreement signifies Participant’s permission for Medidata to list Participant’s name, state and country of residence, and certification credential(s) in its directory of credential-holders, which may be published online or by other means. Participant may withdraw this permission at any time upon supplying Medidata with written notice.

12. Miscellaneous

12.1 Assignment. Participant may not assign any rights, licenses or obligations received under this Agreement to anyone. Any attempted assignment in violation of this Agreement shall be null and void and without effect.
12.2 Survival. Sections 3, 9 and 12 shall survive termination of this Agreement.
12.3 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules.
12.4 Participant acknowledges and agrees that Participant and Medidata are independent contractors and that Participant will not represent himself or herself as an agent or legal representative of Medidata.
12.5 Entire Agreement. This Agreement constitutes the entire agreement between you and Medidata with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter.

Last Updated 16 May 2019