Assessment With A View Service (“AWAV Service) Terms of Use

BY ACCESSING AND USING THE AWAV SERVICE, YOU ATTEST THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE LEGALLY BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU SHOULD NOT ACCESS OR USE THE AWAV SERVICE.

The 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 is subject to these Terms of Use which include participation in User Reviews Program.

A user to whom these Terms of Use apply to any user of the AWAV service may include, without limitation to potential assessment buyers, assessment vendors, assessment reviewers, industry analysts and media relations professionals. Your use of the AWAV Service constitutes acceptance of these Terms of Use.

AWAV reserve the right to update or otherwise modify these Terms of Use from time to time and you are responsible for checking these Terms of Use prior to use of the AWAV Service.

In consideration of the above, you the User hereby agree as follows:

DEFINITIONS:

Definitions used in these Terms of Use are detailed within the AWAV Definition of Terms here [URL].

ELIGIBILITY:

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 you represent and warrant that you are 18 years of age or older.

ACCOUNT REGISTRATION:

When creating a User Account, you agree to: (i) provide and keep current accurate and complete information about yourself and your company; (ii) maintain the confidentiality of your Account and log-in credentials, if applicable; and (iii) restrict access to all others. You agree to accept responsibility for all activities that occur under your User Account. If we have reasonable grounds to suspect that the information you provide is inaccurate, incomplete or impersonates another person, we reserve the right to suspend or terminate your Account. All Information will be stored and used in accordance with the AWAV Privacy Policy

For guidance on Assessment Vendor Accounts, please see the Assessment Vendor Terms and Conditions.

USE OF WEBSITE:

By accessing and using the AWAV Service, you acknowledge that you are responsible for your actions and for all User Content you post. You represent and warrant, to the best of your knowledge that:

At AWAV’s discretion, we may, but are not obligated to, monitor and terminate User activity on the AWAV Service and/or edit or remove User Content, which violates or otherwise fails to comply with these Terms of Use.

AWAV REVIEWS PROGRAM:

We encourage those who desire to share their experience regarding a Assessment Vendor Offering to submit reviews on the AWAV Service. You acknowledge and agree that we as the website operator are merely providing a platform for these user reviews; and that all such reviews represent the opinions of the reviewers of the Assessment Vendor Offerings and not those of AWAV. From time to time, AWAV may provide nominal incentives (such as gift cards) to encourage submission of reviews, regardless of whether the content of the review is positive or negative. We provide clear notice on the AWAV Service when a reviewer has been offered a nominal incentive for submitting an honest review. Users may opt to post their review anonymously, but must submit sufficient information for AWAV to verify their identity. While a reviewer may choose not to share personal information, their identity is always verified by AWAV Service before their review is published.

AWAV Community Guidelines:

When contributing a User Reviews you (whether a buyer, reviewer or vendor), acknowledge and agree to adhere to the AWAV Community Guidelines which details the rules for buyers, reviewers and vendors. This includes the quality assurance process, the guidelines each review must meet and the process for flagging reviews for investigation. As a neutral platform, AWAV will only remove reviews that, at AWAV’s discretion, do not meet the guidelines.

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.

The AWAV Service and all intellectual property rights therein, including without limitation 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 User a worldwide, revocable, royalty-free, non-exclusive license to use, view and download the AWAV IP for User’s personal, non-commercial use in accordance with these Terms of Use and applicable U.S. and international copyright laws.

Except to the extent otherwise expressly permitted under copyright law, User 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.

User certifies that User owns or has secured all necessary intellectual property rights in the content that User uploads, posts, e-mails, transmits or otherwise makes available to the AWAV Service, including without limitation User Reviews ("User IP"), and User further agrees to be liable for all such User IP.

By posting User IP (including User Reviews) on AWAV Service or otherwise submitting to User IP to AWAV, User grants AWAV a perpetual, worldwide, irrevocable, nonexclusive, royalty-free and fully sub-licensable right to use, reproduce, modify, create derivative works of, publicly display, communicate and distribute (either electronically or via other media now known or hereafter devised) the User IP in the ordinary course of business.

All intellectual property rights not expressly granted hereunder are expressly reserved to AWAV.

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 (ericshepherd@outlook.com) 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.

DATA PROTECTION:

AWAV and User agrees, in fulfilling its respective obligations under these Terms of Use, to comply with all applicable data privacy legislation and with the terms of AWAV‘s Privacy Policy, which describes how we collect, use and safeguard your personal information (Personal Information) to administer your experience within the AWAV Service. By communicating with us via e-mail or by submitting content, including reviews or any other transactional exchange on the AWAV Service, you consent to receive e-mail or other electronic communications from AWAV. We also take Security seriously and endeavor using industry standard technical, physical and operational controls to ensure that the AWAV Service is compliant with all applicable laws.

REPRESENTATIONS & WARRANTIES:

Both AWAV and you represents and warrants to the best of its knowledge: (i) that it has all necessary right, power and authority to enter into these Terms of Use 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 without limitation content, reviews, screenshots, is accurate and free of third party encumbrances; (iii) that it has not breached any third party rights, including without limitation: 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 without limitation malware or Trojan horses; and (v) that it complies with all applicable laws, statutes, ordinances and regulations.

DISCLAIMER:

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 WITHOUT LIMITATION: 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 AWAV SERVICE IS ACCURATE OR APPROPRIATE FOR YOU AND YOUR BUSINESS NEEDS.

INDEMNIFICATION:

AWAV and User (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 Terms of Use, except to the extent such losses and expenses arise from the negligence or willful misconduct of Indemnitee.

TERMINATION:

AWAV reserve the right in our sole discretion, without penalty and at any time without notice, to modify or discontinue (temporarily or permanently) User’s access to the AWAV Service, or any part thereof if we believe that User is violating these Terms of Use. If User uses or attempts to use the AWAV Service for any purpose that contravenes these Terms of Use (including without limitation tampering, hacking, data scraping, modifying or otherwise corrupting the security or functionality of the AWAV Service), User may also be subject to civil and criminal liability.

User may terminate its User Account at any time by sending an email request to privacy@asessmentsdirectory.com. We will endeavor to remove your User Account within 5 (five) business days. While you will still may be able to access certain portions the AWAV Service following termination of your Account, you will no longer have access to the full functionality.

AWAV may in our sole discretion terminate your User Account or impose limits on or restrict your access to parts or all of the AWAV Service at any time, without notice or liability.

For guidance on termination of Assessment Vendor accounts, please see AWAV Assessment Vendor Terms and Conditions.

FORCE MAJEURE:

Neither party will be liable for any failure or delay of performance under these Terms of Use resulting from a force majeure event beyond the reasonable control of a party, including without limitation, natural disasters, acts of God, government regulations, war, terrorism, labor disputes, internet failures and power failures.

GOVERNING LAW:

These Terms of Use are governed by the laws of Mami, Florida, except for its conflicts of interest principles. All claims arising out of or relating to these Terms of Use will be litigated exclusively in the federal or state courts of Miami Dade County, Florida, and AWAV and User consents to personal jurisdiction in those courts.

WAIVER & SEVERABILITY:

AWAV failure to act with respect to a breach of these Terms of Use will not constitute a waiver and does not waive our right to act with respect to subsequent or similar breaches. If any of these Terms of Use 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 Terms of Use.

ENTIRE AGREEMENT:

These Terms of Use, along with our Assessment Vendor Terms and Conditions, AWAV Community Guidelines and AWAV Privacy Policy, constitute the entire and exclusive agreement between the parties with respect to the subject matter hereof and supersede, replace any/or nullify any conflicting or additional terms.