Smartsheet Certified Candidate Agreement

This Smartsheet Certified Program Agreement ("Agreement") is an agreement between you ("you" or "your") and Smartsheet. The terms and conditions of this Agreement apply to (a) any Smartsheet Certifications you have attained, and (b) your participation in the Smartsheet Certified Program (the “Program”), including your access and use of any Smartsheet Certified Program benefit, Smartsheet Certification Credential, or any Smartsheet Credential Badge or Certificate that Smartsheet makes available to you as part of the Program. Further details regarding the Smartsheet Certification Program, specific Certifications, and purchase terms are available on the Smartsheet Certification page at https://smartu.smartsheet.com/page/certifications (“Program Terms”).

By accessing or using a Smartsheet Certification Program benefit, Name, Certificate, or Badge, you accept this Agreement, the Guidelines, the Program Terms, and any other applicable terms, each as updated from time to time. If you do not accept this Agreement, do not access or use any Smartsheet Certification Program benefits, Names, Certificates, or Badges.


1. Definitions.

"Smartsheet Certified" means passing the requisite Smartsheet Certification Exams and maintaining compliance with all requirements for use of the corresponding Badge. 

"Smartsheet Certification Name" or "Name" means the full or abbreviated title of a specific Smartsheet Certification that is used to signify achievement of that Smartsheet Certification. 

"Smartsheet Certification Exam" or "Exam" means the examinations identified by Smartsheet that you must pass to attain the applicable Smartsheet Certification.

“Smartsheet Certification Evidence” or “Evidence” means the portfolio of materials identified by Smartsheet that you must provide and for which you must achieve a passing score as evaluated by Smartsheet to attain the applicable Smartsheet Certification.

"Smartsheet Certification Badge" or "Badge" means the specific Smartsheet Certification Badge designated for a specific Smartsheet Certification that is provided upon passing the applicable Exam.

"Smartsheet Certification Certificate" or "Certificate" means the specific Smartsheet Certification certificate designated for a specific Smartsheet Certification that is provided upon passing the applicable Exam.

"Smartsheet Certification Program Badge Usage Guidelines" or "Guidelines" means the current specifications established by Smartsheet for use of the corresponding Name or Badge. 

“Program Materials” means all Exams, exam content, specifications, study materials, methodologies, Program communications, Certificates, Names, Badges, artwork, and related documentation furnished or made available by Smartsheet. 


2. Smartsheet Certification.

2.1  Obtaining Smartsheet Certification. To obtain a Smartsheet Certification and to use the corresponding Name and/or Badge, you must have:

  • successfully passed the required Exam; 
  • achieved a passing score on the required Evidence; and
  • accept and continuously comply with this Agreement, the Guidelines, and Program Terms. 


2.2  Maintaining Smartsheet Certification. To maintain a Smartsheet Certification(s) and to use the corresponding Name and/or Badge, you must:

  • meet all current requirements for the Smartsheet Certification; 
  • take and pass the applicable Exam before the expiration date on your Smartsheet Certificate; 
  • take and pass any applicable continuing education Exams every calendar year before the expiration date on your Smartsheet Certificate; and
  • accept and continuously comply with this Agreement, the Guidelines, and Program Terms. 


2.3  Smartsheet Certification Exams. All Smartsheet Certification Exams, including Exam questions and answers, and related Program Materials constitute Smartsheet Confidential Information and may not be disclosed, posted, published or copied in any forum or through any medium. Anyone violating this Agreement, engaging in fraudulent behavior, or attempting to obtain exam content by improper means may be decertified and terminated from the Program and/or permanently ineligible to participate in the Program. 

2.4 Smartsheet Certification Evidence. You represent and warrant that you have, and will retain, all rights, consents, and permissions necessary to submit the Evidence to Smartsheet without violating any third‑party rights or obligations (including confidentiality obligations). Evidence submitted for the purpose of achieving Smartsheet Certification will be stored by Smartsheet and is subject to applicable confidentiality and data security obligations as those set forth in the Smartsheet University Terms and Conditions. You grant Smartsheet a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty‑free license to reproduce, modify, create derivative works from, publish, publicly perform and display, distribute, and otherwise use the Evidence in connection with Program operations, internal business purposes, and Smartsheet’s marketing and publications.

2.5 Smartsheet Certification Program Integrity. Smartsheet may monitor, audit, and verify your compliance with the Program at any time. You will promptly (a) cooperate with Smartsheet’s investigations, (b) provide information Smartsheet reasonably requests to confirm your identity and compliance, and (c) permit Smartsheet to validate any Evidence submitted. Smartsheet may suspend, invalidate, or revoke Exams, Evidence, Certifications, Names, Certificates, or Badges if Smartsheet suspects noncompliance, misconduct, fraud, or compromise of exam integrity, pending investigation.


3. Use of Certification Names and Badges.

3.1  Grant of Rights. Subject to and expressly conditioned upon your successful completion of all requirements for the Smartsheet Certification, and continued compliance with this Agreement, the Guidelines, and Program Terms, Smartsheet hereby grants you the right to use the corresponding Name(s), Certificate(s) Badge(s) for the active Smartsheet Certifications for which you have obtained Smartsheet Certification. All use must strictly follow the guidelines and any artwork or digital asset delivery requirements Smartsheet provides. 

3.2  Restrictions. You may not use or reproduce the Name(s), Certificate(s) or Badge(s) in any manner whatsoever other than as described in this Agreement and the Guidelines, and in any applicable artwork provided by Smartsheet. You will use the Name(s), Certificate(s) and Badge(s) in a manner that does not detract from the rights of Smartsheet, and will take no action that may interfere with or diminish the rights of Smartsheet. Upon Smartsheet’s request, you will promptly correct or cease any non‑compliant use and implement any Smartsheet‑directed remedial measures, including takedowns.

3.3  Ownership. All rights not expressly granted to you in this Agreement are reserved by Smartsheet. You acknowledge Smartsheet’s sole ownership of the Names, Certificates and Badges, and any associated goodwill, and that Smartsheet retains all rights, title, and interest in and to the Names, Certificates and Badges. 


4. Privacy.

4.1  Disclosure of Your Personal Information. Smartsheet collects and processes certain information about you to operate and run the Program in accordance with Smartsheet’s Privacy Notice. 

4.2  License to Smartsheet. You grant Smartsheet the right to disclose and release your certification status.


5. Your Responsibilities. 

5.1  Business Practices. 

  • 5.1.1    You agree that all business you conduct in your representation as Smartsheet Certified and all services you provide concerning Smartsheet products and services will be performed in a manner that (i) does not in any way harm the reputation of Smartsheet or the integrity of the Program; (ii) does not use deceptive, misleading, or unethical practices; (iii) does not make any representations, warranties, or guarantees to customers on behalf of Smartsheet; (iv) complies with all applicable laws, including 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 Smartsheet products and services, development tools, and other materials.
  • 5.1.2    You may not advertise, promote, or suggest in any manner that services you may provide to customers in connection with the Badges, Certificates and Names are provided by, sponsored by, or associated with Smartsheet, or that you are employed by, affiliated with, or sponsored by Smartsheet, except to state that you have successfully completed all requirements for the particular Smartsheet Certification you have earned, including having passed the applicable Smartsheet Certification Exams for a particular year. The following disclaimer must be included in each contract under which you provide services involving Smartsheet technologies and on your website or marketing materials where Certification is mentioned: "Smartsheet Inc., including its subsidiaries (also known as Smartsheet), is not a party to this agreement, and will have no liability whatsoever with respect to the services provided hereunder. The Smartsheet Certification name and/or badge indicates the provider’s certification status only. Services are not provided, licensed, controlled or sponsored by Smartsheet.” 

5.2  Trademark Restrictions. Nothing in this Agreement authorizes you to use any Smartsheet trademarks, service marks, or Badges except as expressly referenced in this Agreement.


6. Changes to the Program.

6.1  Smartsheet reserves the right to discontinue or change the Program Materials or Program benefits at any time. Smartsheet will notify you of changes via the email associated with your Certification.  Changes are effective on the date the changes are posted. Changes do not apply retroactively. Your continued participation after the effective date constitutes acceptance of the changes.

6.2  You acknowledge and agree that Smartsheet may, at its sole discretion, change Smartsheet Certification requirements (both initial and continuing) by posting such changes on the Smartsheet website or on the Smartsheet University Learning Management Platform. You will be allowed three (3) full calendar months from the date Smartsheet posts the changes to comply with any such changed requirements. Your right to use a particular Name, Certificate or Badge may terminate if you do not meet the most current Smartsheet Certification requirements associated with the particular Name or Badge. If you do not meet the current requirements within the stated period, your corresponding Certification(s), and right to use the associated Names, Certificates, and Badges will automatically lapse and may be marked as expired or revoked.


7. No Warranties.

SMARTSHEET DOES NOT GUARANTEE YOUR SATISFACTION WITH THE PROGRAM OR YOUR RESULTS. SMARTSHEET AND ITS AFFILIATES AND SUBSIDIARIES MAKE NO WARRANTIES REGARDING THE PROGRAM, NAMES, CERTIFICATIONS, OR BADGES, AND HEREBY DISCLAIMS ALL WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED BY LAW. WITHOUT LIMITING THE FOREGOING, SMARTSHEET DOES NOT WARRANT UNINTERRUPTED AVAILABILITY OF EXAMS, DIGITAL BADGE PROVIDER SERVICES, OR THAT ANY SPECIFIC CERTIFICATION WILL REMAIN AVAILABLE. 


8. Limitation of Liability. 

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SMARTSHEET, ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE SUCCESSORS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE PROGRAM (WHETHER FOR PROGRAM BENEFITS, TERMINATION, OR OTHERWISE), YOUR SMARTSHEET CERTIFICATION, FAILURE TO ACHIEVE SMARTSHEET CERTIFICATION, USE OF OR INABILITY TO USE THE NAMES, OR BADGES. THIS EXCLUSION WILL APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  


9. Indemnification.

You agree to defend, indemnify, and hold harmless Smartsheet, its affiliates and subsidiaries and their respective successors, directors, officers, employees, and agents from and against any and all third-party claims, demands, costs, liabilities, judgments, losses, expenses, and damages (including attorneys' fees) arising out of, in connection with, or related to (a) your participation in the Program; (b) your use or misuse of any Name, Certification, Badge, or Program Materials; (c) the performance or representations as Smartsheet Certified; (d) the termination of this Agreement by Smartsheet pursuant to the terms herein or (e) your Evidence or other content you submit. In the event Smartsheet seeks indemnification from you under this provision, Smartsheet will promptly notify you in writing of the claim(s) brought against Smartsheet for which it seeks indemnification. Smartsheet 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 will be subject to your prior written approval. You will reimburse Smartsheet upon demand for any expenses reasonably incurred by Smartsheet 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.


10. Termination.

10.1  Termination Without Cause. 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. 

10.2  Termination For Cause. Smartsheet may immediately terminate this Agreement upon written notice on any of the following events: 

  • you fail to comply with any applicable Smartsheet Certification requirements;
  • you otherwise fail to comply with any of the terms of this Agreement Guidelines, or Program Terms;
    you engaged in misappropriation or unauthorized disclosure of any trade secret or confidential information of Smartsheet;
  • you engaged in any other activities prohibited by law or that compromises the integrity of Smartsheet Certifications;
    a government agency or court finds that services you provided concerning the Smartsheet technologies to which
  • your Smartsheet Certification relates are defective in any way; 
  • you fail to comply with Smartsheet’s Acceptable Use Policy; or

  • you engage in fraud or other misconduct affecting Program integrity.

     

10.3  Automatic Termination. This Agreement will automatically terminate if you do not maintain at least one Smartsheet Certification or Smartsheet cancels the Program. 

10.4  Effects of Termination. In all events of termination of this Agreement, all rights granted to you under the Program are immediately terminated. You will immediately:

  • cease all activity relating to the Program; 
  • cease identifying yourself as a participant in the Program or active certificate holder;
  • cease all use of any Name, Certificate or Badge, and Program benefit; 
    destroy or return any associated materials that you have received as part of the Program; and 

  • remove any references to your Certification on resumes, including social media platforms and cooperate with Smartsheet’s reasonable takedown requests.

     

Smartsheet may mark your Certification status as expired or revoked and notify applicable third parties accordingly. Smartsheet may claw back or invalidate any improperly obtained Certification, score, or Badge.

10.5  Survival. Sections 1, 2.3, 3.3, and 4 through 11 will survive termination of this Agreement. You agree that Smartsheet and its affiliates and subsidiaries will not be liable to you or any third party for costs or damages of any sort resulting from (a) the termination of this Agreement in accordance with its terms, and (b) your suspension from or cancellation of the Program.  


11. Miscellaneous.

11.1  ​Notices. All notices required by this Agreement to be sent to Smartsheet must be addressed to the following address: Smartsheet Certification Program, SMARTSHEET INC., 500 108th Ave NE, Suite 200, Bellevue, WA 98004. All notices required or permitted by this Agreement will be sent to you at the email address provided by you at the time of testing. It is your responsibility to notify Smartsheet if/when your email address changes.

11.2  No Exclusivity. Your participation in this Program is voluntary. Nothing in this Agreement restricts you from supporting, promoting, distributing, or using non-Smartsheet technology.

11.3  Relationship. The parties are independent contractors. This Agreement does not create an employer-employee relationship, partnership, joint venture, or agency relationship, and does not create a franchise. You may not make any representation, warranty, or promise on Smartsheet’s behalf. 

11.4  Governing Law and Jurisdiction. The laws of the State of Washington govern this Agreement. If federal jurisdiction exists, the parties consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, the parties consent to exclusive jurisdiction and venue in the Superior Court of King County, Washington. 

11.5  Attorneys’ Fees. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorney’s fees, costs, and other expenses, including the costs and fees incurred on appeal or in a bankruptcy or similar action. 

11.6  Severability. If any court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.

11.7  No Waiver. Any delay or failure by Smartsheet to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy.

11.8  Assignment. You will 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, will be null and void.
 



Last Updated: November 20, 2025