License Year: 2026

SCRUM ALLIANCE

CREDENTIAL HOLDER AND MEMBER TERMS AND CONDITIONS

Last Updated: December 31, 2025

These CREDENTIAL HOLDER AND MEMBER TERMS AND CONDITIONS (these “Terms”), together with each agreement applicable to You that incorporates these Terms by reference and any attachments, exhibits, appendices and documents attached thereto or referenced therein (“Your Agreement”) are entered into between Scrum Alliance, Inc., a Colorado nonprofit corporation (“SAI”), and you, the individual who wishes to obtain Credential and/or Membership licensing rights from SAI ("Member", “You”, or “Your”) as set forth herein. By clicking on the button “I Accept” to Your Agreement, You indicate that You acknowledge and accept Your Agreement, including these Terms, governing Your Credential(s) and Your ability to promote that status.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties, intending to be legally bound, agree as follows:

1. Definitions.  

a. “Active Credentials” means all Credentials for which You (i) have completed the applicable Credential process, (ii) remain current with renewal fees and SEUs, and (iii) remain in good standing with SAI.

b. "Course Materials” means materials provided to learners in connection with any Credential Program.

c. “Credential” means a certification or other credential from SAI which evidences successful completion of the applicable prerequisites and requirements, and which, where applicable, may be renewed periodically so long as its holder continues to satisfy SAI’s requirements to maintain that credential as SAI may amend from time to time as set forth on the Scrum Alliance Sites.

d. “Fee(s)” means the payments You make in consideration of the rights and licenses granted herein relating to Your SAI membership and Active Credentials, as set forth in Your Agreement, and does not include (i) access to SAI’s articles, videos, webinars, or other content which is free, or (ii) amounts paid for SAI events, digital products, or other online resources or offerings.

e. “Licensed Mark(s)” means the SAI trademarks, service marks, and associated logos which correspond with Your Permitted Activities.

f. “Licensed Material(s)” means the Licensed Marks and any other SAI Provided Content.

g. “Losses” means losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs (including, without limitation, any costs to redress or remedy any third-party damages or harm), or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

h. “Membership” means a membership in SAI’s membership program, which may include certain benefits, discounts, and other opportunities provided by SAI.

i. “Permitted Activities” means those activities, and the authorized use of the Licensed Marks associated with Your Active Credentials in connection with those activities, as set forth in Your Agreement, as SAI may amend from time to time.

j. “SAI Provided Content” means all materials provided by SAI in connection with the Permitted Activities including, but not limited to, learning objectives, course descriptions, course materials, and course content.

k. “Scrum Alliance Site(s)” means SAI’s primary website (https://www.scrumalliance.org) or the localized equivalent for the region in which You reside.

l. “Scrum Education Unit” or “SEU” means a measurement of credit ascribed to a course designed to assist practitioners in achieving new and/or renewing existing credentials.

m. “Term” means the period of time beginning upon Your acceptance of Your Agreement(s) and ending when Your Agreement(s) are all terminated or expired.

n. “Trade Name” means any trademark, collective mark, service mark, certification or credential mark, and/or trade name, in any class of goods or services, and in any country.

In any agreement incorporating these Terms by reference, any use of the capitalized word "Certification" shall be replaced with the word "Credential" as necessary to achieve consistency with the defined terms herein.

2. Ethical Behavior

a. Program Procedures and Reporting. You agree to provide truthful and accurate information to SAI with regard to Your application or recertification documentation relating to Your Credential(s) and/or Membership, and in any communication provided by You to SAI. You agree to abide by and be subject to the SAI Code of Ethics and its accompanying SAI Business Practices Guidelines, as updated by SAI from time to time, noticed to You, and incorporated herein by reference. You understand that any failure to provide true, timely and complete responses to questions in Your application or recertification documentation may lead to termination of Your Agreement, Your Active Credentials, and/or Your Membership by SAI in accordance with Your Agreement. Should You become aware of any possible violations of the terms of Your Agreement, the SAI Code of Ethics, or its accompanying SAI Business Practices Guidelines, by You or any third party, whether or not such party has a license or credential from SAI, You agree to promptly notify SAI of such potential violation. Should You become the subject of any disciplinary proceeding, claim, inquiry or other challenge relating to Your profession, occupation or professional activities, including but not limited to certification, credentialing, malpractice, ethics or similar matters, You agree to promptly notify SAI of such potential violation.

b. Good Standing. You acknowledge and agree any Credential rights granted herein are conditioned on You remaining in good standing with SAI, including by maintaining and renewing Your Credential(s) and completing all required SEUs. Should You become the subject of any disciplinary action by SAI that results in an adverse decision under the Scrum Alliance Disciplinary Policy and Procedures, SAI reserves the right to restrict Your Permitted Activities or remove Your Membership and/or Active Credentials as SAI sees fit and for a period of time as SAI sees fit, in each case in SAI’s sole discretion, and You will not be entitled to any full or prorated refund of Your Fees. 

3. Licensed Materials. 

a. Grant of License; Term. Once You have executed Your Agreement and paid the applicable Fees, and provided You are in compliance with the terms and conditions of Your Agreement and Your Active Credentials, SAI hereby grants You a revocable, limited, non-exclusive, non-transferable, non-sublicensable worldwide personal license to use, reproduce and publicly display the Licensed Marks related to any Active Credentials that You hold for the term of Your Agreement only in connection with the Permitted Activities and the promotion of Your status under Your Active Credential(s). 

b. Licensed Materials Belong to SAI.  You acknowledge the validity of the Licensed Materials and that all rights, title, and interest in and to the Licensed Materials as well as any and all goodwill existing therein, belongs exclusively to SAI.  Nothing herein shall give You any right, title, or interest in or to the Licensed Materials, and Your sole right to use the Licensed Materials arises only out of this Agreement. All use of the Licensed Materials by You and any resulting goodwill inures solely to the benefit of SAI. You agree to comply with all applicable brand guidelines in using the Licensed Materials.  

c. General Restrictions on Use of the Licensed Materials. You shall not (i) during or after the Term assert the invalidity of or contest the ownership by SAI of the Licensed Materials or any registrations thereof in any manner in any country, whether as a complete or partial defense to any claim made by SAI, as a basis of a claim against SAI or otherwise; (ii) during or after the Term take any action that may prejudice the validity of, or SAI’s title to, the Licensed Materials; (iii) during or after the Term register or attempt to register in its name or for the benefit of any other party the Licensed Materials, in any manner; (iv) during or after the Term use any trademark that is confusingly similar to the Licensed Marks including, but not limited to, the re-ordering of the wording of the Licensed Marks; (v) during or after the Term tarnish the Licensed Marks; (vi) during or after the Term register any of the Licensed Materials as or as part of a trade name, business name, corporate name, domain name, social media user name, or the like, without SAI’s express prior consent; (vii) use the Licensed Marks in a manner to cause a material adverse impact on the value or source-signifying ability of the Licensed Marks; (viii) use the Licensed Marks in a manner that violates or infringes on any third-party patents, trademarks, copyrights, trade dress, trade secrets or any other intellectual property rights; or (ix) copy, modify, translate, or create derivative works based on the Licensed Materials, without SAI’s express written consent.

d. Domain Names and Social Media Accounts.  If, with SAI’s express written consent, You register a domain name, social media account, username, or the like (each, a “Registration”) that relates to the Licensed Materials, such Registration shall be deemed the property of SAI, and You will hold it in trust for SAI and maintain such Registration on SAI’s behalf until such time that control of the Registration can be transferred to SAI or its designee.  You shall not be permitted to register any Registration containing the Licensed Marks without the express prior written consent of SAI.  Upon receiving SAI’s written request at any time or upon expiration or termination of this Agreement for any reason, You will assist SAI at no additional cost in transferring the Registration to SAI, or its designee, within ten (10) business days of such request, expiration, or termination.

e. Documents Required.  You agree to execute any documents reasonably required to effect any of the above provisions.

f. Injunctive and Other Equitable Relief.  You expressly recognize that the Licensed Materials possess a special unique and extraordinary character that makes it difficult to assess the amount of monetary damages that SAI would sustain by Your unauthorized use.  You expressly recognize and agree that an irreparable injury would be caused to SAI by such unauthorized use that may not be properly measured in the award of money damages and, as such, agree that preliminary and permanent injunctive and other equitable relief would be appropriate in the event of a breach of this Agreement by You, provided that such remedy shall not be exclusive of legal remedies otherwise available.

g. Infringement of the Licensed Materials.  You shall promptly notify SAI in writing of any infringements or imitations by others or other unauthorized use of the Licensed Materials that may come to Your attention.  SAI shall have the sole and exclusive right to determine whether or not any action shall be taken as a result thereof and to conduct any enforcement, and is under no obligation to take any enforcement actions.  You may not take action against an infringement without SAI’s prior written consent that may be withheld for any reason. You shall execute and deliver such documents and shall assist SAI in conducting any such legal proceedings, at the expense of SAI, as SAI may deem reasonably necessary for the protection of the Licensed Materials.  You will promptly notify SAI of any inquiry, investigation, inspection or other action by any third party concerning the Permitted Activities.

h. Reservation of Rights.  All rights not expressly licensed to You herein are reserved by SAI.

4. Additional Rights and Obligations.

5. Fees.

6. Termination. 

a. Termination By You. You may terminate Your Agreement at any time by providing SAI with thirty (30) days prior written notice. You will not be entitled to any full or prorated refund of Your Fees. 

b. Non-Renewal. If SAI revokes or refuses to renew Your Membership and any Credential(s), then Your rights under Your Agreement will immediately terminate and You will not be entitled to any full or prorated refund of Your Fees. 

c. Termination by SAI. If You (i) commit fraud or any other wrongful act in connection with Your rights under any Credential, (ii) engage in conduct that SAI reasonably believes materially impairs the goodwill associated with the Licensed Materials or SAI, (iii) violate a provision of the SAI Code of Ethics or its accompanying Business Practices Guidelines, or (iv) breach any of Your obligations under Your Agreement or engage in activities that are prohibited, SAI reserves the right to terminate Your Agreement, Membership, any Credentials, and any rights granted to You hereunder, including Your right to use the Licensed Materials and Your right to promote Yourself as affiliated with SAI, immediately upon written notice to You. SAI also reserves the right to take legal action, including seeking an injunction and/or damages that arise from any breach of the provisions of Your Agreement. 

d. Effect of Termination; Survival. Upon termination (including termination upon expiration of the Term) of Your Agreement, all rights SAI grants to You under Your Agreement immediately and automatically terminate and You must immediately stop all display, advertising, and other use of the Licensed Marks in any and all manner. All provisions in the following heading titles will survive the termination or expiration of Your Agreement for any reason: “Licensed Materials Belong to SAI”, “General Restrictions on Use of the Licensed Materials”, “Domain Names and Social Media Accounts”, “Documents Required”, “Injunctive and Other Equitable Relief”, “Infringement of the Licensed Materials”, “Reservation of Rights”, “Content on Scrum Alliance Sites” “Effect of Termination; Survival”, “Confidentiality”, “Indemnification; Disclaimers”, and “General Provisions”. The termination or expiration of Your Agreement will not affect Your or SAI’s accrued rights or liabilities.

7. Confidentiality.  You acknowledge that in connection with this Agreement, SAI may provide You with confidential and proprietary information and materials (“Confidential Information”).  You agree that, during and after the Term, You will maintain in strict confidence, and take every reasonable precaution to safeguard, the Confidential Information and that You will not disclose any of the Confidential Information to any third party nor make any use of the Confidential Information except as necessary to conduct the Permitted Activities or as otherwise expressly permitted by SAI or this Agreement.

8. Indemnification; Disclaimers.

a. Indemnification. You agree to indemnify, defend (unless SAI informs You that SAI will defend such claim or suit, in which case SAI may defend at Your cost and expense) and hold SAI and its affiliates, officers, directors, employees, agents, successors and assigns harmless against any Losses arising out of, relating to or in connection with any claims, actions, proceedings or suits made by or against SAI: (a) arising out of, relating to or in connection with Your activities or performance or non-performance in connection with Your Agreement or any actual or alleged negligence, gross negligence, willful misconduct, or acts of fraud by You; (b) arising out of, relating to, or in connection with Your breach of any representation, warranty, covenant, obligation, or term of Your Agreement; and/or (c) for any personal injury, property damage, product or service liability, infringement or misappropriation of third-party intellectual property, or other claim arising from Your promotion and/or performance of the Permitted Activities. SAI promptly will notify You in writing of any claim, action, suit or proceeding brought against SAI for which SAI (or another party entitled to indemnification) seeks indemnification under Your Agreement, including whether or not SAI will defend such claim, action, suit or proceeding at Your cost and expense. In the event of any claim or proceeding brought against You on the basis of infringement caused by Your use of the Licensed Marks in accordance with the terms of Your Agreement, Your sole remedy shall be the right to terminate Your Agreement.  

b. Liability. To the fullest extent permitted by law, SAI will not be liable to You for any consequential, incidental, indirect, exemplary, special, punitive, or enhanced damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not You have been advised of the possibility of such damages.  To the fullest extent permitted by law, SAI will not be liable to You for any direct damages, losses, or liabilities of any kind arising out of or relating to this Agreement. To the extent that this waiver is determined to be unenforceable for any reason, You agree that SAI’s total aggregate liability, whether in contract, tort, or otherwise, shall in no event exceed one hundred dollars ($100.00 USD).

9. General Provisions.

a. No Assignment. You may not assign or transfer Your Agreement or any rights hereunder to any person or other entity, or substitute any other person or entity with respect to Your rights, obligations or performance hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without SAI’s prior written consent. Any such attempted assignment or transfer without SAI’s prior written consent will be void and of no effect. 

b. Severability.  If any provision or provisions of this Agreement shall be determined by a court of competent jurisdiction to be illegal or unenforceable, the remaining provisions hereof shall be deemed severable and enforceable in accordance with their terms.

c. Survival.  Any provision which must, in order to be effective, survive the termination of this Agreement shall survive termination. 

d. Governing Law.  This Agreement and the rights and obligations of the Parties hereunder shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed wholly within such State (other than the conflict of laws principles of such State to the extent the application of the laws of another jurisdiction would be required thereby). 

e. Binding Effect.  This Agreement shall be binding upon and inure solely to the benefit of the Parties and their respective successors and assigns.  Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person other than the Parties hereto and their respective successors and assigns any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained.  In the event of a conflict between this Agreement and any other agreement between SAI and You, this Agreement will prevail.   

f. No Waiver.  The failure of any party hereto to enforce, or the delay by any party in enforcing, any of its rights under this Agreement shall not be deemed a continuing waiver or a modification thereof and any party may, within the time provided by applicable law, commence appropriate legal proceedings to enforce any or all of such rights.  

g. Entire Agreement.  This Agreement contains the entire agreement between the Parties relating to the subject matter hereof and supersedes any prior oral or written understandings between the Parties relating to the subject matter hereof.

h. Relationship of Parties.  No agency, partnership, joint venture, franchise or employment is created between the parties as a result of this Agreement.  Neither Party shall have any power to obligate or bind the other party in any manner whatsoever.

i. Counterparts.  This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be an original, but all such counterparts together shall constitute one and the same instrument.

j. Notices.  All notices sent pursuant to this Agreement must be in writing.  Notices to SAI shall be sent to: 7237 Church Ranch Blvd, Suite 410, Westminster, CO 80021, ATTN: Legal, with a copy by email to [email protected]. Notices to You will be provided to the physical or email address in Your SAI account.

k. Disputes.  The parties agree to attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement by negotiation.  If the parties are unable to reach a resolution through negotiation within thirty (30) days, they shall submit the dispute to mediation under the auspices of JAMS, with the mediation to take place at the JAMS office in New York, NY.  If mediation does not resolve the dispute, the matter shall be submitted to arbitration administered by the AAA in accordance with its applicable rules.  Each party shall bear its own costs and expenses, including attorneys’ fees, unless otherwise awarded by the arbitrator.  

Exhibit A

Use of Course Materials

1. Students: If You are a student receiving Course Materials, whether from SAI, from an authorized training partner of SAI, or otherwise, You agree to the following:

a. Course Materials are provided solely for Your individual educational purposes in connection with the applicable Credential. 

b. Unauthorized reproduction or distribution of Course Materials is prohibited. 

c. Course Materials may not be shared with third parties without permission nor used for any additional training purposes. 

2. Training Partners: If You are an authorized training partner of SAI using Course Materials provided by SAI in connection with a Credential Program, You agree to the following:

a. Course Materials are provided solely for use in connection with the Permitted Activities and in accordance with Your Scrum Alliance Trainer Agreement. 

b. You may modify, supplement, and adjust Course Materials solely as permitted by SAI in the applicable course facilitation guide or other materials provided to You by SAI. If You have any questions relating to permitted use or modification of Course Materials, please contact the SAI Providers team.