The IIA Content License for Training Providers Terms and Conditions

1. What is in the License?

The IIA hereby grants you a non-exclusive, non-transferable, revocable license (“License”) for use of the IIA intellectual property provided (“IP”) but only in a manner that complies with this Agreement and the Agreed Purpose:

• Incorporation of The IIA® International Professional Practices Framework® and related content into your training materials (“Training”) in order to:
  
  1. Prepare your users for The IIA’s certification exams, including but not limited to the Certified Internal Auditor® (CIA®) and Certification in Risk Management Assurance® (CRMA®) exams.
  2. Provide other training, including ongoing learning for continuing professional education.
  3. Prepare marketing materials and other educational materials in support of Training.
• Use of The IIA® trademark and marks provided:
  
  1. The creation of your materials for Training, and
  2. The promotion and delivery of your Training.

You may use this License to:

• Create and distribute training materials relative to your Training. Such uses may include but are not limited to:
  
  1. Print or electronic learning materials, including manuals, presentations, flash cards, and other learning prompts.
  2. Online learning programs.
  3. Live presentations.
  4. Thought papers.
  5. Articles.
• Incorporate portions of the IIA IP into marketing materials designed to be shared with the public for marketing purposes and use them in the Territory.

You may not use the License to:

• Sublicense or distribute the IIA IP except to your users and to resellers approved by The IIA and IIA national institutes
• Modify or create derivative works based on the IIA IP other than as included in the Agreed Purpose.
• Share, distribute, or create materials that incorporate more than limited excerpts of the IIA IP for a purpose other than the Agreed Purpose.
• Make the IIA IP available to third parties other than in Training delivery or for marketing purposes.
• Use the IIA IP in any manner that is inconsistent with this Agreement.
• Include in any publicly available artificial intelligence instance.
• Imply any endorsement by The IIA of your products, services, or methods.

2. You agree to the following

• You acknowledge that all ownership rights, title, and interest (“Rights”) in the IIA IP, including all copyrights and trademarks, are and will remain with The IIA. You will not do anything to seek to contest or impugn The IIA’s Rights in any manner in any jurisdiction. You will promptly notify The IIA if you become aware of any violation of the Rights by a third party and you agree to cooperate with The IIA in defending The IIA’s Rights.
• You will direct all of your Training users to the Certification Candidate Handbook available on The IIA’s website.
• You will emphasize the importance of ethical conduct in exam taking and in the profession as part of your Training.

Other Legal Provisions

Confidentiality

Each party agrees to keep the terms of this Agreement confidential and to treat any non-public information received from the other as confidential information. Each party will protect the other’s confidential information by using the same degree of care it uses to protect its own information of a like nature, but no less than a reasonable degree of care. A party will only disclose the confidential information to its employees, consultants, and subcontractors who have a need to know it in order to perform their obligations pursuant under this Agreement.

Limitation of Liability

The IIA will not be liable for any indirect, incidental, special, or consequential damages arising out of or related to your use of the IIA IP, even if we have advised of the possibility of such damages.

Governing Law

Any dispute between us will be governed by the laws of the state of New York, USA, in the federal courts of the Southern District of New York without regard to conflict of law principles. You understand money may not be an adequate remedy for your breach of this Agreement, so you agree that The IIA may seek an injunction against you from any court of competent jurisdiction and enforcement thereof, and that The IIA will also be entitled to any other available remedy under law.

Entire Agreement

This is the entire agreement between us, regardless of any other written or oral communications between us until the Effective Date.