CPM CERTIFICATION

The Arrington Method Terms of Service for the TAM Creative Project Management Certification (“Agreement”) is entered into by and between The Arrington Method (“TAM” ) and the entity or person placing an order for or accessing the Service (“Customer” or “you”). This Agreement consists of the terms and conditions set forth below and any Orders. If you are accessing or using the Service on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” also reference your company.

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The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to the Service through any online provisioning, registration, or order process or (b) the effective date of the First Order. This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement. TAM may modify this Agreement from time to time as permitted in this Agreement. 

1. Overview 

1.1

The TAM Creative Project Management Certification is a certification that is designed to provide access to learning materials and application opportunities in the area of creative project management as defined by The Arrington Method. The Certification requires the submission of a Registration, followed by a Creative Project Management Endorsement affidavit, which once submitted and approved, generates access to an exam, which requires a 85% pass rate. Once all steps are successfully completed, the Customer will earn a certification in Creative Project Management. TAM Creative Project Management Certification does not guarantee that the certification will improve performance or the ability to be hired in a role. The Customer will be certified for a period of one year and will then have to renew their certification on the anniversary date of their initial certification.

1.2

If the Customer fails to receive application approval, the Customer can attempt to resubmit the application within one (1) week of receiving the decision for the previously submitted affidavit and exam.

1.3

If the Customer fails to successfully complete the certification process, the Customer can attempt to resubmit the registration for another attempt within one (1) week of receiving the decision for the previously attempted certification.

1.4

If the Customer fails to renew the certification by their lapse date, they have ten additional days beyond the lapse date to submit a renewal application.

2. The Service

2.1 Permitted Use.

Customer may access and use the Service only for its internal business or personal purposes in accordance with this Agreement, including any usage limits in an Order. This includes the right to copy and use the Software as part of the Customer’s authorized use of the Service.

2.2 Users.

Only Users may access or use the Service. Each User must keep the shared certification credentials and materials confidential and not share them with anyone else. The customer is responsible for its Users’ compliance with this Agreement and actions taken through their accounts (excluding misuse of accounts caused by TAM’s breach of this Agreement). Customers will promptly notify TAM if they become aware of any compromise of its User login credentials.

2.3 Registration Using Corporate Email.

If you created an account using an email address belonging to your employer or other entity, you represent that you have the authority to create an account on behalf of such entity and further acknowledge that TAM may share your email address with, and control your account may be taken over by such entity (as the “Customer”). Upon such takeover, the administrator controlling the account may be able to (i) access, disclose, restrict, or remove information from the account, (ii) restrict or terminate your access to the Service and (iii) prevent you from later disassociating such account from the Customer.

2.4 Restrictions.

Customer will not do any of the following: (a) provide access to, distribute, sell or sublicense the Service to a third party or any party, (b) use the Service on behalf of, or to provide any product or service to, third parties, (c) use the Service to develop a similar or competing product or service, (d) scrape, data mine, reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to or unauthorized data from the Service, except to the extent expressly permitted by Law (and then only with prior notice to TAM), (e) modify or create derivative works of the Service or copy any element of the Service (other than authorized copies of the Software), (f) remove or obscure any proprietary notices in the Service or otherwise misrepresent the source of ownership of the Service, (g) publish benchmarks or performance information about the Service, (h) interfere with the Service’s operation, circumvent its access restrictions or conduct any security or vulnerability test of the Service, (i) transmit any viruses or other harmful materials to the Service, (j) allow Users to share User seats, (k) engage in any fraudulent, misleading, illegal or unethical activities related to the Service,  (l) use the Service to store or transmit material which contains illegal content, (m) or sharing or exploiting any information used in TAM Creative Project Management Certification  (this includes the pathway, guide, ideas, or any other information that is deemed to have value).

3 Support.

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3.1 Service Use.

While using the Service, TAM will provide Support in accordance with the terms of this agreement. Please send an email to tambot@arringtonmethod.com

4. Customer Content.

4.1 Data Use.

Customer grants TAM the non-exclusive, worldwide right to use, copy, store, transmit, and display Customer Content and to modify and create derivative works of Customer Content but only as necessary to provide the Service, Support, and any Technical Services to Customer under this Agreement.

4.2 Security.

TAM uses reasonable technical and organizational measures designed to protect the Service and Customer Content as described in this Agreement the Privacy Policy.

4.3 Personal Data.

Each party agrees to comply with DPA protocol as administered by Amazon Web Services.

5 Customer Obligations.

5.1 Generally

Customer is responsible for its Customer Content, including its content and accuracy, and agrees to comply with all applicable laws in using the Service. Customer represents and warrants that it has made all disclosures and has all rights, consents, and permissions necessary to use its Customer Content with the Service and grant TAM the rights in Section 4.1 (Data Use), all without violating or infringing Laws, third-party rights (including intellectual property, publicity or privacy rights) or any terms or privacy policies that apply to the Customer Content.

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5.2 Prohibited Uses

Customer must not use the Service with Prohibited Data or for High-Risk Activities. The customer acknowledges that the Service is not intended to meet any legal obligations for these uses, including HIPAA requirements, and that TAM is not a Business Associate as defined under HIPAA. Notwithstanding anything else in this Agreement, you acknowledge and agree that TAM has no liability for Prohibited Data or use of the Service for High-Risk Activities.

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5.3 Individual User Account Takeover

The Service may contain functionality allowing the Customer to convert accounts previously registered by individuals using email addresses from Customer’s domain into User accounts under the Customer’s control. Customer represents and warrants that it has all necessary rights and consents to the extent it converts any existing accounts registered using email addresses from Customer’s domain into accounts under Customer’s control.

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6 Suspension of Service. 

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6.1 User Access

TAM may suspend Customer’s or a User’s access to and use of the Service and related services if Customer breaches any term of this agreement, and this decision is in TAM’s sole discretion. Where practicable, TAM will use reasonable efforts to provide Customer with prior notice of the suspension.

7 Third-Party Platforms.

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7.1 Third-Party Service

Customer may choose to use the Service with Third-Party Platforms. Use of Third-Party Platforms is subject to Customer’s agreement with the relevant provider and not this Agreement. TAM does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability or interoperability or how the Third-Party Platforms or their providers use Customer Content. If Customer enables a Third-Party Platform with the Service, TAM may access and exchange Customer Content with the Third-Party Platform on Customer’s behalf.

8 Technical Services. 

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8.1 Customer Materials

Any purchased Technical Services are as described in the relevant Order. Customer will give TAM timely access to Customer Materials reasonably needed for the Technical Services, and if the Customer fails to do so, TAM's obligation to provide Technical Services will be excused until access is provided.  TAM will use Customer Materials only for the purposes of providing Technical Services. Any Technical Services deliverables relate to the configuration or use of the Service. The customer may use Technical Services deliverables only as part of its authorized use of the Service, subject to the same terms as for the Service in Section 2 (The Service) and Section 5 (Customer Obligations).

9 Payment Terms.

9.1 Pricing

The TAM Creative Project Management Certification is for non-commercial use. Only the Customer, who has been granted access to the user portal, after application approval, should have access. There is no application fee for TAM Creative Project Management. Once registration is received, the Customer will be charged $125 (USD) and will receive access to The Certification Pathway guide, a copy of a Template Pack, and a link to upload the Creative Project Management Endorsement affidavit materials. Once the affidavit is reviewed and confirmed, the application is provided access to the online exam portal.  If the Customer passes the certification, based on pre-determined algorithms, the certification is valid for the period of one (1) year and the fee for annual renewal is $35 (USD).

10 Warranties and Disclaimers.

10.1 Disclaimers 

Service, Support, Technical Services, and all related TAM services are provided “AS IS”. TAM and its suppliers make no other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, or non-infringement. TAM does not warrant that Customer’s use of the Service will be uninterrupted or error-free or that the Service will meet Customer’s requirements, operate in combination with third-party services used by Customer, or maintain Customer Content without loss. TAM is not liable for delays, failures, or problems inherent in the use of the Internet and electronic communications or other systems outside TAM’s control.

11 Term and Termination.

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11.1 Term 

This Agreement starts on the Effective Date and continues until 90 days after the expiration or termination of all Terms.

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11.2 Termination for Cause

Either party may terminate this Agreement if the other party (a) fails to cure a material breach of this Agreement (including a failure to pay fees or if fee payment is rejected) within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.

11.3 Termination for Convenience 

Either party may terminate this Agreement at any time for any reason upon 90 days' notice to the other party, provided (i) Customer will not be entitled to a refund of any pre-paid fees and (ii) if Customer has not already paid all applicable fees for the then-current Term, any such fees that are outstanding will become immediately due and payable.

11.4 Effect of Termination 

Upon expiration or termination of this Agreement or an Order, Customer’s access to the Service and Technical Services will cease, other than limited use of the Service to export Customer Content. At the disclosing party’s request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party’s Confidential Information (excluding Customer Content). Customer Content and other Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to this Agreement’s confidentiality restrictions.

11.5 Survival 

These Sections survive expiration or termination of this Agreement: 2.5 (Restrictions), 5 (Customer Obligations), 11.4 (Effect of Termination), 11.5 (Survival), 12 (Ownership), 13 (Limitations of Liability), 14 (Indemnification), 15 (Confidentiality), 15.5 (Required Disclosures), 19 (General Terms) and 20 (Definitions). Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have. 

12 Ownership. 

12.1. Rights and Licenses

Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for TAM’s use rights in this Agreement, between the parties, Customer retains all intellectual property and other rights in Customer Content and Customer Materials provided to TAM. Except for Customer’s use rights in this Agreement, TAM and its licensors retain all intellectual property and other rights in the Service, any Technical Services deliverables, and related TAM technology, templates, formats and dashboards, including any modifications or improvements to these items made by TAM. TAM may generate and use Usage Data to operate, improve, analyze and support the Service and for other lawful business purposes. If Customer provides TAM with feedback or suggestions regarding the Service or other TAM offerings, TAM may use the feedback or suggestions without restriction or obligation.

13 Limitations of Liability.

13.1 Consequential Damages Waiver 

The disclaimer will not apply to the extent prohibited by Laws. Except for Excluded Claims, neither party (nor its suppliers) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, revenues, goodwill, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance.

13.2 TAM Creative Project Management Certification’s Liability Cap 

TAM’s total aggregate liability arising out of or related to any claim will not exceed $100.

13.3 Nature of Claims of Essential Purpose

The waivers and limitations in this Section 13 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

14 Indemnification.

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14.1 Indemnification by Customer

Customer will defend TAM from and against any third-party claim to the extent resulting from Customer Content, Customer Materials or Customer’s breach or alleged breach of Section 5 (Customer Obligations) and will indemnify and hold harmless TAM against any damages or costs awarded against TAM (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting from the claim.

15 Confidentiality.

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15.1 Definition 

“Confidential Information” means information disclosed to the receiving party under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. TAM’s Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Service. Customer’s Confidential Information includes Customer Content.

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15.2 Obligations 

As a receiving party, each party will (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 4.1 (Data Use), and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 15 and they are bound to confidentiality obligations no less protective than this Section 15.

15.3 Exclusions 

These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully received from a third party without breach of confidentiality obligations or (d) it independently used information without using the disclosing party’s Confidential Information.

15.4 Remedies 

Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 15.

15.5 Required Disclosures 

Nothing in this Agreement prohibits either party from making disclosures, including of Customer Content and other Confidential Information, if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

16 Trials and Betas.

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16.1 Service Features

If Customer receives access to the Service or Service features on a free or trial basis or as an alpha, beta or early access offering (“Trials and Betas”), use is permitted only for Customer’s internal evaluation during the period designated by TAM. Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features that TAM may never release, and their features and performance information are TAM’s Confidential Information. Notwithstanding anything else in this Agreement, TAM provides Trials and Betas “AS IS” with no warranty, indemnity or support and its liability for Trials and Betas will not exceed $50.

17 Publicity. 

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17.1 Announcements

Neither party may publicly announce this Agreement except with the other party’s prior consent or as required by Laws.

18 Modifications to Agreement. 

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18.1 Changes & Updates

TAM may modify this Agreement (including changes to Service pricing and plans) at its sole discretion and will notify Customers of such change.

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Unless a shorter period is specified by TAM (e.g., due to changes in the Law or exigent circumstances), modifications become effective upon renewal of Customer’s current Term or entry into a new Order. If TAM specifies that the modifications to the Agreement will take effect prior to Customer’s next renewal or Order and Customer notifies TAM of its objection to the modifications within 30 days after the date of such notice, TAM (at its option and as Customer’s exclusive remedy) will either: (a) permit Customer to continue under the existing version of this Agreement until expiration of the then-current Term or (b) allow Customer to terminate this Agreement and receive a refund of any pre-paid Service fees allocable to the terminated portion of the applicable Subscription Term. Customer may be required to click to accept or otherwise agree to the modified Agreement in order to continue using the Service, and, in any event, continued use of the Service after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version.

19 General Terms.

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19.1 Assignment 

Customer may not assign this Agreement.

19.2 Governing Law, Jurisdiction and Venue 

This Agreement is governed by the laws of the State of Texas without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in Houston, Texas and both parties submit to the personal jurisdiction of those courts.

19.3 Attorneys’ Fees and Costs 

The prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs in connection with such action. 

19.4 Notices 

Except as set out in this Agreement, any notice or consent under this Agreement must be in writing and will be deemed given: (a) upon receipt if by personal delivery, (b) upon receipt if by certified or registered U.S. mail (return receipt requested) or (c) one day after dispatch if by a commercial overnight delivery service. If to TAM, notice must be provided to The Arrington Method, LLC. dba TAM, tambot@arringtonmethod.com, Attention: Legal Department. If to Customer, TAM may provide notice to the address Customer provided at registration. Either party may update its address with notice to the other party. TAM may also send operational notices to Customer by email or through the Service. 

19.5 Entire Agreement 

This Agreement (which includes all Orders and TAM Policies referenced in this Agreement) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement. 

19.6 Amendments 

Except as otherwise provided herein, any amendments, modifications or supplements to this Agreement must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by TAM. Nonetheless, with notice to Customer, TAM may modify the Policies to reflect new features or changing practices, but the modifications will not materially decrease TAM’s overall obligations during a Subscription Term. The terms in any past, contemporaneous or future Customer purchase order, business form or vendor management portal will not amend or modify this Agreement and are expressly rejected by TAM; any of these documents are for administrative purposes only and have no legal effect. 

19.7 Waivers and Severability 

Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

19.8 Force Majeure 

Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, pandemic, riot, Internet or utility failures, refusal of government license or natural disaster.

19.9 Subcontractors 

TAM may use subcontractors and permit them to exercise TAM’s rights, but TAM remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.

19.10 Independent Contractors 

The parties are independent contractors, not agents, partners or joint venturers.

19.11 Export 

Customer agrees to comply with all relevant U.S. and foreign export and import Laws in using the Service. Customer (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (b) agrees not to access or use the Service in violation of any U.S. export embargo, prohibition or restriction and (c) will not submit to the Service any information controlled under the U.S. International Traffic in Arms Regulations. 

19.12 Government End-Users 

Elements of the Service are commercial computer software. If the user or licensee of the Service is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Service or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with all applicable federal laws and regulations.

19.13 Reseller Orders

This Section applies to any access to the Service purchased by Customer through a Reseller. The Arrington Method dba TAM does not permit any third party, or individual to resell the certification. This service is used solely for the Customer that has purchased the certification. The certification cannot be resold or transferred to another user.

20 Definitions 

“Customer Content” means any data, content or materials that Customer (including its Users) creates within or submits to the Service, including from Third-Party Platforms. 

“Customer Materials” means materials, systems and other resources that Customer provides to TAM in connection with Technical Services. 

“DPA” means the Data Processing Addendum, as administered by Amazon Web Services.

“Documentation” means TAM’s usage guidelines and standard technical documentation for the Service. 

“High Risk Activities” means activities where use or failure of the Service could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control. 

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“Laws” means all relevant and applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and export of technical or personal data. 

“Order” means any TAM Creative Project Management Certification provided ordering document, application process, online registration, order description or order confirmation referencing this Agreement. 

“Prohibited Data” means any (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation, (b) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”), (c) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS), (d) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations), (e) social security numbers, driver’s license numbers or other government ID numbers or (f) any data similar to the above protected under foreign or domestic Laws. 

“Service” means TAM’s proprietary cloud service as described in this Agreement and as modified from time to time.

“Software” means any TAM client software, scripts, apps or other code provided to Customer by TAM for use with the Service. 

“Subscription Term” means the term for Customer’s use of the Service as identified in an Order. 

“Support” means support for the Service as described in this Agreement. Customer’s Support level will be identified in its Order. 

“Technical Services” means any training, enablement or other technical services provided by TAM related to the Service, as identified in an Order. 

Third-Party Platform” means any platform, add-on, service, product, app or integration not provided by TAM that Customer elects to integrate or enable for use with the Service. 

“Usage Data” means TAM’s technical logs, data and learnings about Customer’s use of the Service, but excluding Customer Content. 

“User” means any individual that Customer or its Affiliate permits or invites to use the Service.

Date  of Last Revision June 9, 2023