Corvirtus Assessments on career.place’s System - User Agreement

 

This Agreement (“Agreement”) is made between You and CORVIRTUS as of the time You accept the terms hereof. In the case of an entity, the term "You" means your entity and all of your employees and contractors.

 

               REVIEW THIS AGREEMENT CAREFULLY BEFORE USING THE CORVIRTUS ASSESSMENTS ON CAREER.PLACE. BY CLICKING “ACCEPT" OR OTHERWISE ACCESSING THE CORVIRTUS ASSESSMENTS, YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

 

               THE RESTRICTIONS PROVIDED HEREIN ARE INTENDED TO SUPPLEMENT THE RESTRICTIONS UNDER YOUR AGREEMENT WITH CAREER.PLACE AND BE INTERPRETED AS ADDITIONAL CONSISTENT TERMS.  TO THE EXTENT OF A DIRECT CONFLICT WITH YOUR AGREEMENT WITH CAREER.PLACE (AND RELATING ONLY TO THE CORVIRTUS ASSESSMENTS), THIS AGREEMENT WILL GOVERN.

 

               You represent that you are duly authorized to represent the entity that is career.place’s authorized customer.

 

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT "ACCEPT" AND YOU WILL NOT BE PERMITTED TO USE THE ASSESSMENTS.

 

1.0          ACCESS

 

CORVIRTUS agrees to supply You with web-based access, through career.place’s system, to use the Assessments according to use rights and restriction as then provided generally by CORVIRTUS to online customers.  Except for the internal use rights, no license under any patents, copyrights, trademarks, trade secrets, or any other intellectual property rights, expressed or implied, are granted by CORVIRTUS to You.  You will not resell, sublicense, or otherwise convey any of your rights to access Assessments to any third party.  The right granted under Section 1.0 begins on the date of this Agreement and terminates when this Agreement is terminated as provided herein. This Agreement is non-exclusive.

 

2.0          SUPPORT

 

All Your requests for support must be directed to career.place, which is solely responsible for direct support of its customers.

 

3.0          DATA

 

You and your applicants are responsible for providing all data. CORVIRTUS has no liability or responsibility for loss or damage due to any inaccuracy or incompleteness of the data furnished by You or your applicants.

 

4.0          YOUR RESPONSIBILITIES

 

CORVIRTUS has designed the Assessments to be accurate and useful. However, You understand and agree that (a) CORVIRTUS does not provide legal advice and (b) no representation or warranty of any kind is made that the Assessments are compliant with the laws applicable to You.

 

Accordingly, You understand and agree that, prior to using Corvirtus Assessments, You have been advised to consult with Your legal counsel as to use of the Corvirtus Assessments and Your compliance with laws. You understand and agree that all legal compliance with respect to Your use of Assessments is the sole responsibility of You. You are solely responsible for ensuring that these assessments are properly used in accordance with all relevant laws and regulations, and compliance with Equal Employment Opportunity Commission (“EEOC”) regulations, including The Uniform Guidelines on Employee Selection Procedures.

 

5.0          NO REPRODUCTION OF MATERIALS

 

You may not reproduce any portion of the Corvirtus Assessments by any means.

 

6.0          TERM OF AGREEMENT

 

6.1          Term and Termination. This Agreement is effective when You first pay for, or access, the Corvirtus Assessments through career.place and ends on the earlier of when: (a) Your subscription expires, (b) You cancel your account with career.place, or (c) CORVIRTUS' termination. CORVIRTUS may terminate this Agreement at any time for breach, insolvency, or convenience.

 

6.2          Effect of Termination. Upon the effective date of termination, cancellation, or expiration of this Agreement, access to Corvirtus Assessments ceases automatically without notice.  CORVIRTUS has no obligation to provide any transition to another service or return any data.

 

6.3          Survival. Sections 4.0, 5.0, 7.0 -11.0, and 17.0 survive termination or expiration of this agreement.

 

7.0          AS-IS, NO WARRANTIES

 

Corvirtus Assessments are provided "AS-IS" without warranty, expressed or implied of any type. CORVIRTUS EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 

NO AMOUNT OF UPTIME OR AVAILABIITY IS GUARANTEED.  THERE WILL BE OUTAGES DUE TO THE NATURE OF THE INTERNET AND THE NEED TO MAKE UPGRADES AND PROVIDE MAINTENANCE.

 

8.0          YOUR INDEMNITY

 

You agree to indemnify and save harmless CORVIRTUS from any liabilities, lawsuits, penalties, claims, or demands finally awarded or settled (including the costs, expenses, and reasonable attorneys' fees on account thereof) that may be made by any third party relating to use of Corvirtus Assessments.

 

9.0          LIMITATION OF LIABILITY

 

CORVIRTUS WILL NOT BE LIABLE FOR ANY (A) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING FROM OR RELATED TO THE OPERATION OR USE OF CORVIRTUS ASSESSMENTS, INCLUDING SUCH DAMAGES, WITHOUT LIMITATION, AS DAMAGES ARISING FROM LOSS OF DATA, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST YOU BY ANY THIRD PERSON, EVEN IF CORVIRTUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (B) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY CORVIRTUS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND ITS REASONABLE CONTROL; OR (C) CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST CORVIRTUS MORE THAN TWENTY-FOUR (24) MONTHS AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE.

 

NOTWITHSTANDING, ANY OTHER PROVISION OF THIS AGREEMENT, CORVIRTUS’ LIABILITIES UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY, OR OTHERWISE WILL NOT EXCEED AMOUNTS PAID TO CORVIRTUS UNDER THIS AGREEMENT.

 

10.0        TAXES

 

If applicable, there will be added to the charges provided for in this Agreement amounts equal to any taxes, whether federal, state, or local, however designated, which may be validly levied or based upon this Agreement.

 

11.0        PROPRIETARY INFORMATION

 

The Corvirtus Assessments are proprietary to CORVIRTUS.  Corvirtus reserves all rights hereunder.  We abide by our policies with respect to Your private information.  We respond to subpoenas or court orders of competent jurisdiction.

 

12.0        ASSIGNMENT

 

You may not assign or transfer your interests, rights, or obligations under this Agreement by written agreement, merger, consolidation, operation of law or otherwise, without the prior written consent of an authorized executive officer of CORVIRTUS. All assignments in contravention of this section are null and void.

 

13.0        FORCE MAJEURE

 

Neither party is responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay or failure is caused by fire, flood, explosion, war, embargo, government requirement, civil or military authority, act of God, act or omission of carriers, or other similar causes beyond your control. If any such event of force majeure occurs, the party delayed or unable to perform will give immediate notice to the other party, and the party affected by the other's delay or inability to perform may elect at your sole discretion to (a) terminate this Agreement; (b) suspend this Agreement for the duration of the condition; or (c) resume performance of this Agreement once the condition ceases with an option by the affected party to extend the period of this Agreement up to the length of time the condition endured. Unless written notice is given within thirty (30) calendar days after the affected party is notified of the condition, this option (c) is deemed selected.

 

14.0        INDEPENDENT CONTRACTOR

 

All work performed by CORVIRTUS is as an independent contractor.

 

15.0        WAIVER OF BREACH

 

No waiver of breach or failure to exercise any option, right, or privilege under the terms of this Agreement by either party on any occasion or occasions will be construed to be a waiver of the same or any other option, right, or privilege on any other occasion.

 

16.0        GOVERNING LAW

 

The validity, construction, interpretation, and performance of this Agreement is governed by and construed in accordance with the domestic laws of the state of Colorado as applied to agreements among Colorado residents entered into and to be performed entirely in Colorado. The parties hereto irrevocably submit to the jurisdiction and venue of the state and federal courts located in Colorado for the resolution of any disputes arising hereunder or related hereto.

 

17.0        AMENDMENTS, MODIFICATIONS, OR SUPPLEMENTS

 

CORVIRTUS may revise this Agreement from time-to-time without notice provided such change is generally applicable to all Corvirtus Assessment customers.

 

18.0        ENTIRE AGREEMENT

 

This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein, superseding all previous agreements pertaining to such subject matter, and may be modified only by an amendment executed in writing by authorized representatives of both parties hereto. All prior agreements, representations, statements, negotiations, understandings, and undertakings are superseded hereby. Both parties hereto represent that they have read this Agreement, understand it, agree to be bound by all terms and conditions stated herein, and acknowledge receipt of a signed, true, and exact copy of this Agreement.

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