These Assessment Vendor Terms and Conditions were retired on August 17, 2019, and amalgamated into the latest Terms of Service which is available at https://www.awav.com/terms.
Assessments With A View Service is provided by Reasoned Analysis, LLC, a Florida company, doing business as Assessments With A View (“AWAV”), and use of this service by vendors, whether free or paid, (“Assessment Vendors”) and is subject to these Assessment Vendor Terms and Conditions which among other things, govern (i) vendor portal and product listings, (ii) vendor participation in the AWAV Service Reviews Program and (iii) purchase of AWAV vendor services, as further described in our Service Descriptions posted on the AWAV Service.
Vendors to whom these Assessment Vendor Terms and Conditions apply include, but are not limited to, vendors that create, sell or resell Assessment Instruments and/or ADV Services and/or Proctoring Services and/or Test Center Services.
AWAV reserve the right to update or otherwise modify these Assessment Vendor Terms and Conditions from time to time and you are responsible for checking these Assessment Vendor Terms and Conditions prior to use of the AWAV Service.
In consideration of the above, you the User hereby agree as follows:
Definitions used in these Assessment Vendor Terms and Conditions are detailed within the AWAV Definition of Terms here [URL].
The AWAV Service is intended solely for Users who are 18 years of age or older. Any access to or use of the AWAV Service by anyone under 18 is expressly prohibited. By accessing or using the AWAV Service you represent and warrant that you are 18 years of age or older.
USE OF WEBSITE:
At AWAV’s discretion, we may, but are not obligated to, monitor and terminate your activity on the AWAV, and/or edit or remove your content that violates or otherwise fails to comply with these Assessment Vendor Terms and Conditions.
OUR VENDOR PORTAL, LISTINGS, AND VENDOR SERVICES:
Every vendor (unpaid or paid) has a Vendor Account and Listing(s), which they are entitled to access and update via the Vendor Portal. Vendor Accounts and Listing (s) posted to the AWAV Service are non-cancellable. AWAV create Listings from publicly available information in order to ensure a comprehensive picture of every segment of the assessment industry.
For information on Promoted Vendor Listings, contact [email protected]
The Assessment Vendor Portal is a self-service interface that AWAV make available to vendors, who may log in to update and manage select portions of their Vendor Accounts and Listings.
Unlike User Accounts, which are created by individual users and can be removed at the User’s convenience, vendors (both basic and promoted) do not have individual accounts but rather AWAV create them for Assessment Vendors (which are more akin to company records) from publicly available company information for purposes of administration of the services, content management and back office administration of the AWAV Service. Because AWAV create Assessment Vendor accounts for purposes of managing the AWAV Service, these Accounts are non-cancellable.
Assessment Vendor Offerings are descriptions of vendor’s offering which may include Assessment Instruments (aka Test Instruments or simply tests) and/or ADV Services and/or Proctoring Services and/or Test Center Services (including vendor name, logo, offering name and description, etc.) created by AWAV from publicly available content, vendor contributed modifications and any other content we create or license, which are featured in the AWAV Service. Assessment Vendor shall ensure that the content it contributes or approves for its Listing(s) complies with these Assessment Vendor Terms and Conditions and with the Listing Guidelines.
In addition to the Listings, the AWAV Service also host User Reviews where verified users review Assessment Vendor Offerings. You acknowledge and agree that AWAV, as the website operator, are merely providing a platform for these user-generated reviews; and that all such reviews represent the opinions of the reviewers of those software products and not the opinions of AWAV. If a vendor is concerned about a user-generated review on the AWAV Service, they may respond to a user review or flag a review for investigation as further described in the AWAV Community Guidelines.
All vendors who access the AWAV Service must comply with the User Terms and Conditions and the AWAV Community Guidelines regarding their participation in our Reviews program. The AWAV Community Guidelines, in addition to enumerating expectations for the users who are generating the reviews, also set forth expectations for the vendors who are reviewed. Among other things, the AWAV Community Guidelines promise vendors: (i) a rigorous evaluation of submitted reviews; (ii) a fair investigation of flagged reviews independent of vendor status (client or non-client); and (iii) an opportunity to respectfully respond to any review of their offering. For further guidance on the AWAV Community Guidelines and vendor expectations, click here [URL].
INTELLECTUAL PROPERTY RIGHTS:
AWAV Service is comprised of content created by us, Users, Partners, and Assessment Vendors. AWAV recognizes that Assessment Vendor names, their service marks and trademarks are the property of their respective owners.
This section sets out the ownership and usage rights for each type of content.
AWAV Service and all intellectual property rights therein, including but not limited to, the listings we create from publicly available or licensed content, and/or AWAV domain names (collectively, “AWAV IP”), is the property of AWAV, and/or its authorized licensors, and is protected by U.S. and international copyright, trademark and other intellectual property laws.
AWAV grant to Assessment Vendor a worldwide, revocable, royalty-free, non-exclusive license to use, view and download the AWAV IP for Vendor’s personal, non-commercial use in accordance with these Assessment Vendor Terms and Conditions and applicable U.S. and international copyright laws. Except to the extent otherwise expressly permitted under copyright law, Assessment Vendor will not copy, reproduce, modify, use, distribute, display, create derivative works of or otherwise exploit the AWAV IP without the express written consent of AWAV or the applicable copyright owner.
Except for information lawfully collected or created by us, Assessment Vendor retains all right, title and interest in and to the content it submits to the AWAV Service to update or modify its listing, as well as to its logos, trademarks and offerings (collectively, “Vendor IP”) and grants to AWAV, its Partners a perpetual, worldwide, irrevocable, royalty-free, non-exclusive, sub-licensable license (i) to use the Vendor IP in the ordinary course of its business (ii) to advertise, market, promote and publicize Assessment Vendor and its products on the AWAV Service; and (iii) to modify and/or remove Assessment Vendor Content as we may determine in our sole discretion in accordance with the AWAV Guidelines for Listings.
Listing: AWAV retains all right, title and interest in and to the Listing it creates from publicly available content and grants to Assessment Vendor free of charge license to use, update and (at our discretion) modify the Listing (“Modified Listing”) subject to the following where AWAV may:
All intellectual property rights not expressly granted hereunder are expressly reserved to AWAV and to the respective owners of such rights.
COPYRIGHT INFRINGEMENT CLAIMS:
We respect the intellectual property rights of others and will not tolerate infringing activity on the AWAV Service.
If you are a copyright owner or agent, and you believe your rights under applicable Copyright laws are being infringed by us or another person or entity using the AWAV Service, you may submit to AWAV’s Designated Copyright Agent ([email protected]) a written notification pursuant to the Digital Millennium Copyright Act ("DMCA") (17 U.S.C. § 512), which must include the following information:
We reserve the right to seek damages from any person who knowingly, materially submits a DMCA notification claim under this section in violation of the law.
REPRESENTATIONS & WARRANTIES:
Assessment Vendor represents and warrants to the best of its knowledge: (i) that it has all necessary right, power and authority to enter into these Assessment Vendor Terms and Conditions and to fulfill its contractual obligations hereunder; (ii) that the information that it uploads, posts, e-mails, transmits, or otherwise makes available to the AWAV Service, including but not limited to, content, trademarks, logos and screenshots, is accurate and free of third party encumbrances; (iii) that it has not breached any third party rights, including but not limited to, intellectual property, publicity or privacy, consumer protection, tort and product liability rights; (iv) that it complies with all applicable security standards and is free from any viruses, including but not limited to, malware or Trojan horses; and (v) that it complies with all applicable laws, statutes, ordinances and regulations.
YOUR USE OF THE AWAV SERVICE IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AWAV SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT OR SYSTEM INTEGRATION. WE DO NOT WARRANT THAT ASSESSMENT DIORECTORY SERVICE WILL BE SECURE, AVAILABLE OR OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER; THAT ERRORS OR DEFECTS WILL BE CORRECTED; OR THAT THE CONTENT ON THE ASSESSMENT DIRETORY SERVICE IS ACCURATE OR APPROPRIATE FOR YOU AND YOUR BUSINESS NEEDS.
LIMITATION OF LIABILITY:
Neither AWAV nor Assessment Vendor will be liable for any consequential, special, indirect, exemplary or punitive damages arising out of or in any way related to these Assessment Vendor Terms and Conditions or the use of the AWAV Service, including but not limited to, loss of profits, revenue, interest, goodwill, loss or corruption of data or other interruption of business (whether in contract, tort or under other legal theory), even if advised of the possibility of such damages.
Except for breach of the indemnification and confidentiality sections hereunder, each party’s aggregate liability to the other for direct damages under these Assessment Vendor Terms and Conditions is limited to USD$100 (one hundred U.S. Dollars). We expressly disclaim liability for any and all disputes arising between vendors and users of the AWAV Service. By accessing and using the AWAV Service, you release us, from any and all liability for any and all claims arising from disputes between vendors and users of the AWAV Service.
AWAV and Vendor (in its capacity as “Indemnitor”) agrees to indemnify, defend and hold harmless the other party, its agents, affiliates and employees (in its capacity as "Indemnitee”) from and against any and all third party claims, liabilities, losses and expenses (including damage awards, settlement amounts and reasonable attorneys’ fees) arising out of or relating to a violation of these Assessment Vendor Terms and Conditions, except to the extent such losses and expenses arise from the negligence or willful misconduct of Indemnitee.
Termination by AWAV: AWAV reserve the right in our sole discretion, without penalty and at any time without notice, to modify or discontinue (temporarily or permanently) Vendor’s access to the AWAV Service, or any part thereof if we believe that Assessment Vendor is violating these Assessment Vendor Terms and Conditions. If Assessment Vendor uses or attempts to use the AWAV Service for any purpose that contravenes these Assessment Vendor Terms and Conditions (including but not limited to, tampering, hacking, data scraping, modifying or otherwise corrupting the security or functionality of the AWAV Service), Vendor may also be subject to civil and criminal liability. The parties acknowledge and agree that the Assessment Vendor Account and information (including Listings) posted on the AWAV Service are non-cancellable. We create Assessment Vendor Listings from publicly available information in order to ensure a comprehensive picture of every segment of the assessment industry.
Neither party will be liable for any failure or delay of performance under these Assessment Vendor Terms and Conditions resulting from a force majeure event beyond the reasonable control of a party, including but not limited to, natural disasters, acts of God, government regulations, war, terrorism, labor disputes, internet failures and power failures.
WAIVER & SEVERABILITY:
AWAV failure to act with respect to a breach of these Assessment Vendor Terms and Condition will not constitute a waiver and does not waive our right to act with respect to subsequent or similar breaches. If any of these Assessment Vendor Terms and Condition shall be deemed invalid, void, or for any reason unenforceable under applicable law, then that term shall be deemed severable and shall not affect the validity and enforceability of any remaining term or provision of these Assessment Vendor Terms and Condition.
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