THE TERMS AND CONDITIONS CONTAINED HEREIN (THE “TERMS”) WILL CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND ANY OTHER PERSON OR ENTITY ACTING ON YOUR BEHALF (“ORGANIZATION”, “LENDER”, “TEST TAKER”, “APPLICANT”, “YOU”/”YOUR”, ETC.), AND INNOVATIVE ASSESSMENTS INTERNATIONAL, LTD (“IAI”/”WE”/”OUR” ETC.). THESE TERMS WILL GOVERN YOUR USE OF THE IAI SYSTEM, WEB SITE, URL LINK(S), SOLUTION(S), AND ANY DATABASE, INFORMATION, TEXT, IMAGES, SOFTWARE, PRODUCTS AND SERVICES THEREIN CONTAINED (“SYSTEM”).
Any and all rights are reserved by IAI. IAI reserves the right to change these Terms, at its sole discretion, any time or from time to time. If you do not agree to these terms or any part thereof, please do not use the System. Using the System or any part thereof signifies your consent to be bound by the terms herein.
License of the System
IAI hereby grants you a non-exclusive, non-transferable, non-assignable, personal license to use the System (the “License”). You are not and will not become in any way an owner of the System and/or any part thereof. Only you may use the System, and you may not rent, lease, lend, sub-license or transfer the System or any part thereof nor any of your rights under the Terms to anyone else. You may not develop and/or derive any data from the System for commercial use and/or any other use other than for self-use under the Terms and subject to the License.
Use of the System
You are allowed to use the System only for its designated purpose – as a consumer assessment tool. You may not alter, copy, distribute, transfer, display, perform, reproduce, publish, sublicense, create derivative tests, software, products or services based on the System and/or any part thereof, and may not publicly display, transfer, sell or use in any other way the System and/or any information or content contained in the System, or any part thereof without IAI’s prior express written consent.
You may only use the System and any part thereof for lawful purposes (under all applicable law). You warrant and affirm that you will NOT use the System or any part thereof to:
Perform any activity which is or may be, directly or indirectly unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, libelous, vulgar, obscene, invasive of others’ privacy, hateful, or racially, sexually, ethnically or otherwise objectionable.
Perform any activity which will or may breach a third party right including by submitting content that you do not have rights.
Advertise, offer, solicit, license or grant public access to any content offered on the System.
Intentionally provide any irrelevant, misleading or wrongful information and answers to questions or queries found on the System.
Impersonate any person or entity, or otherwise misrepresent your affiliation with aperson or entity.
Allow someone to help or assist you in completing any component of the System.
Help or assist anyone else in completing any component of the System.
Provide any incomplete, false or inaccurate information in the System.
Post or transmit any information that contains any viruses, worms, Trojanhorses, or corrupted data.
Eavesdrop, commit electronic trespassing, fraud or forgery, sniff, spam, nuke, hack,spoof, break passwords, contaminate the System, cause unauthorized, damaging and/or harmful access and/or retrieval of information and data.
Contaminate the System, or allow unauthorized or unlicensed access to the System for any reason.
Delete or modify any material posted by any other person or entity without permission.
Upload or transmit any content or information that infringes any patent, trademark,trade secret, copyright or other proprietary right of any party.
Changes to Service
IAI reserves the right to modify the System and/or any part thereof and/or to partially, or completely, temporarily or permanently suspend or terminate any of the System’s functions, without prior notice.
Waiver of Rights for Results
IAI will process and analyze the personal information provided by you in the System for use by designated entities only who have invited you to complete IAIs questionnaires. The questionnaires you will be undergoing and the results thereof will not be available to you, and you hereby waive any rights to see such tests and/or results or any part thereof by IAI.
Waiver of Right for Revenues
You hereby waive any rights or claims to any revenues, remuneration or benefits IAI may derive from the System and/or with connection to any content or any information you transmit and/or otherwise deliver to IAI.
IAI keeps all such information confidential and will not intentionally share it with any third parties, with the exception of the specific Organization who has requested you to use the System. And unless acting in good faith and under belief that such disclosure is required in order to comply with applicable law and/or a valid decree of a competent court or a legally binding and valid demand by an authorized government agency, or to protect and defend its rights and property.
You shall have no recourse whatsoever against IAI for any alleged or actual infringement of any proprietary rights you may have in anything you post on the System.
Our data networks are protected by industry standard security protection systems, such as firewalls, data encryption, and accessibility through authorized usernames and passwords. However, like most internet applications, the System is vulnerable to various security and privacy violations, data and information sent using the System may also be subject to privacy violations. We are doing our best to prevent such issues from happening, but we will not be responsible for any damage or harm caused as a result of such actions.
You declare, warrant, and undertake to refrain from any violation or attempted violation of the System and/or any other users thereof and in that respect, to refrain from: (i) accessing data not intended for your use; (ii) attempting to probe, scan or test the vulnerability of the System and/or from breaching the System’s security or authentication measures. (iii) attempting to interfere with services to any user, host or network, including, without limitation, via means of overloading, “flooding”, “mailbombing” or “crashing”, or (iv) forging any TCP/IP packet header or any part of the header information in any posting. (v) using any device, software or routine to interfere or attempt to interfere with the proper working of the System or any part thereof. You hereby declare that you are aware that violating the System and/or the privacy of another user thereof, may result in civil and/or criminal liability and be punishable by law. In case of such violations, IAI may terminate immediately, completely and/or partially your use of the System, without any prior notice, while charging you with any and all costs it may bare as a result (direct and/or indirect) of such violation. In any such case, you will also forfeit any rights that you may have towards any refund of payments made by you that relate to the post termination period.
All editorial content and graphics on the Web Site and the System, as well as HTML based computer programs used to generate pages, and the Web Site are protected by U.S. copyright laws and international treaties and may not be copied or reused for any reason without the express permission of IAI, which reserves all rights.
Disclaimers & Limitations
You assume all responsibility and risk that may result due to your use of the System and the internet generally. The System and any part thereof are provided to you on an “as is” and “as available” basis, without any warranties, either express or implied, given by IAI and/or anyone on IAI’s behalf, including, but not limited to warranties of merchantability and/or fitness for a particular purpose; and/or any warranties of quality, accuracy, efficacy, completeness, performance, title; and/or infringements of any third party’s proprietary rights.
IAI expressly disclaims any warranty that the information on this System and any part thereof, or on the Internet generally will be uninterruptable or error free or that any information, software or other material accessible from the System is free of viruses or other harmful components.
IAI makes no warranties whatsoever that you will obtain a loan or credit via the System, nor any warranties about (and takes no responsibility for) any loan or credit
The System and its parts thereof may contain links to web pages and sites, which do not belong to IAI (“Third Party Sites”). Unless otherwise specifically stated, IAI has no control over nor any rights to the content appearing on Third Party Sites, and IAI shall not be liable for any content appearing on any Third Party Sites, and IAI shall not be liable for any content appearing on any Third Party Sites., nor for the result of your following any such link and/or viewing and/or executing any type of file contained therein.
In no event shall IAI will be liable for any direct, indirect, punitive, incidental, special or consequential damages arising from or in any way connected with the use of this System or with the delay or inability to use it, or any Third Party Sites, or for any information, software, products or services obtained through the System, or otherwise arising from the use of the System or the internet in general. However, if this limitation of liability or the exclusion of warranty set forth above is held inapplicable or unenforceable for any reason, then IAI’s maximum liability for any type of damages shall be limited to the amount you have paid IAI to use the System.
Termination of use
Both Midot and Customer reserve the right to terminate the services provided under these terms, at any time and for any reason, without prior notice, and without any obligation to specify the reasons for such termination. In any such case any and all rights you may have regarding the use of the System or any part thereof will terminate automatically and you shall undertake to immediately stop all use of the System or any part thereof.
You shall indemnify us (in this provision – including our affiliates, officers, directors, employees, consultants, agents and licensors) and hold us harmless against any claim, damage, loss, liability or expense, including reasonable attorneys’ fees, arising out of your failure to comply with these Terms or the breach or infringement of any third party rights due to your actions or omissions.
These Terms represent the complete and entire agreement between You and IAI concerning the subject matter hereof, and it supersedes all prior agreements, whether written or oral, if any. We may transfer, assign sublicense or pledge in any manner whatsoever, any of our rights and obligations under these Terms to any third party whatsoever, without notice and without the need to receive your consent. However, you may not transfer, assign, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under these Terms and any such assignment if made will be null and void