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ReviewNet Services Terms and Conditions

1. ACCEPTANCE OF TERMS

You agree that these Terms and Conditions will govern all purchases by you of Products and Services from ReviewNet Services Corporation (“RSC”) with principal offices at 406 Johnson Street, Jenkintown, PA 19046. These Terms and Conditions constitute the entire agreement between you and RSC concerning this matter, and supersede all discussions, proposals, bids, invitations, orders, and other communications, oral or written, on this subject. These Terms and Conditions may not be waived, amended, or modified in any way except through a written agreement signed by an Officer of RSC. If any one or more provisions of these Terms and Conditions are found to be illegal or unenforceable, the remaining provisions will be enforced to the maximum extent possible. To the extent any purchase order from Customer conflicts with or amends these Terms and Conditions in any way, these terms and conditions, as unmodified, will prevail. THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED, AND INTERPRETED IN ACCORDANCE WITH PENNSYLVANIA LAW.

2. WARRANTY

EXCEPT AS STATED IN THESE TERMS AND CONDITIONS, RSC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS AND SERVICES. ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.

3. LIMITATION OF LIABILITY

IN NO EVENT WILL RSC BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR PURCHASE OR USE OF RSC PRODUCTS OR SERVICES. NOTWITHSTANDING ANY OTHER PROVISION OR AGREEMENT BETWEEN CUSTOMER AND RSC, RSC’S TOTAL LIABILITY TO ANY PARTY ARISING OUT OF THIS AGREEMENT OR PURCHASE OR USE OF RSC PRODUCTS OP. SERVICES WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO RSC FOR THE PRODUCTS OR SERVICES.

4. INDEMNIFICATION

YOU AGREE TO INDEMNIFY AND HOLD RSC HARMLESS AGAINST ALL CLAIMS, LIABILITIES, DEMANDS, DAMAGES, OR EXPENSES (INCLUDING REASONABLE ATTORNEYS FEES AND EXPENSES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF SERVICES AND PRODUCTS SOLD BY RSC AND/OR YOUR FAILURE TO ADHERE TO THESE TERMS AND CONDITIONS. RSC AGREES TO INDEMNIFY AND HOLD YOU HARMLESS AGAINST ALL CLAIMS, LIABILITIES, DEMANDS, DAMAGES, OR EXPENSES (INCLUDING REASONABLE ATTORNEYS FEES AND EXPENSES) ARISING OUT OF OR IN CONNECTION WITH BREACH BY RSC OF ANY WARRANTIES SPECIFICALLY STATED IN THESE TERMS AND CONDITIONS.

5. RETURNS POLICY

Unused assessment sessions and unopened packaged software may be returned for credit and/or cash refund within 30 days from date of invoice or date of purchase, whichever is earlier. After 30 days and within 6 months from date of invoice, unused assessment sessions and unopened packaged software may be returned for credit to be applied to the purchase of another assessment. Such returns are subject to a return handling charge of $25.00 per returned parcel or 15% of the purchase price of the returned goods, whichever is greater. Contact client services at 800-542-6796 before returning any materials.

6. COPYRIGHTS AND USE OF UNAUTHORIZED SOFTWARE

Tests, inventories, and software offered by RSC are protected by various intellectual property laws, including those regarding copyright and trademarks. Printing or reproducing copyright-protected materials or content, including reproduction of protected test items, scales, scoring algorithms, scoring directions, or other protected content, is prohibited by law and by these Terms and Conditions. Your purchase of materials DOES NOT grant you a right to reproduce additional copies of materials or enter protected content onto a computer medium, such as non-RSC scoring system or software.

7. OTHER CONSIDERATIONS

Title to physical copies of non-licensed products passes to you upon shipment. RSC reserves the right to aggregate data, in non person-specific or organization-specific form, and to utilize these data for research and/or statistical purposes. RSC also may disclose such data, in non person-specific or organization-specific form, to third parties without reimbursement or notification.

All deliveries should be promptly inspected to ensure that the correct materials and quantities have been received in undamaged condition. Any error in shipment, delivery, quantity received, or invoice amount or defect in materials must be reported to RSC within 30 days of the invoice date or no adjustment or credit is possible.

8. PRICES, PAYMENT TERMS

All invoices are payable net 30 days. Payment can be made by check (payable to ReviewNet Services Corporation) or credit card. Customers outside the U.S. should enclose an international money order payable in U.S. currency. Charges not paid when due are subject to a late charge accruing from the due date of 1 1/2% per month or the maximum permitted by law, whichever is less. You also are responsible for any attorneys’ or collection fees incurred by RSC in collecting charges not paid when due. Prices are quoted in and must be paid in US Dollars. Non-US orders are subject to a 10% service charge, exclusive of taxes, shipping, and tariffs. RSC reserves the right to change the pricing and availability of any and all products and services not already purchased by Client.

9. TAX

For software and certain other purchases, RSC must collect and report state and local taxes applicable to your shipping address. If your organization is tax exempt, send a tax exemption certificate with your order. A copy of the certificate must be on file at RSC to qualify.

10. USE OF PRODUCTS

You agree it is your responsibility to use any services and products purchased from RSC in accordance with federal, state, and local laws and regulations. You understand and agree that RSC products are meant to be used as part of an overall assessment process, and are not intended to be used as the sole determinant of employability. Use of psychological tests in employment-related situations may be subject to certain laws including Title VII of the Civil Rights Act of 1964, as amended; the Americans With Disabilities Act of 1990, as amended; and other federal, state, and local laws and regulations.

11. NON-INFRINGEMENT

RSC warrants that the products in their standard form will not infringe any valid United States patents or copyrights existing at the time of product delivery, provided, however, that this warranty does not extend to any infringement arising out of the use of the products in combination with systems, software, or equipment, not supplied by RSC or any use of the products outside the United States. If you promptly notify RSC of any such infringement claim of which you have knowledge or notice, and accord RSC the right, at its sole option and expense, to handle the defense of the infringement claim, RSC will indemnify and hold you harmless from and against such Infringement claim. If such an infringement claim arises and RSC becomes aware of such a claim, RSC may, in its discretion, furnish you with non-infringing replacement products within sixty (60) days.

12. LICENSE TERMS FOR REVIEWNET INTERNET-BASED ASSESSMENT SYSTEM

The additional terms and conditions described on Schedule A apply to use of ReviewNet Internet-Based Systems.

SCHEDULE A

REVIEWNET INTERNET-BASED SYSTEM LICENSE

ADDITIONAL TERMS AND CONDITIONS

These Terms and Conditions apply to use of the ReviewNet skill assessment service and internet-based system, agreed upon between the Client, as identified as “Client” in the ReviewNet Services Order for Products and Services and REVIEWNET Services Corporation (“RSC”) with principal offices at 165 Township Line Road, Suite 1200, Jenkintown, Pennsylvania. These License Terms and Conditions are in addition to the Terms and Conditions specified in the ReviewNet Services Order for Services.

1. Services; Products. RSC shall provide services (“Services”) and a License to Client to use RSC’s Internet-based systems. Client shall use the Services only in accordance with this Agreement. “Products” means materials, content, information, documentation, and software provided to Client by RSC, including but not limited to, the Internet-based System.

2. License Restrictions. RSC grants to Client a non-transferable, non-exclusive limited license to use the Products solely in connection with the Services. Upon the termination of the Agreement, Client shall destroy or return to RSC all Products provided by RSC hereunder and all of RSC’s Confidential Information (and all copies of the foregoing) in Client's possession. Except for this limited license to use the Products, RSC remains the owner of all right, title and interest in all Products and in all Confidential Information accessed by Client or created by RSC. All Products provided by RSC are subject to the copyright laws of the United States and foreign countries. Client recognizes and acknowledges that RSC has proprietary interests in the format, organization and content of the Products and that these restrictions are reasonable to protect RSC’s interests therein. Client shall not copy, reproduce, retransmit, distribute, publish, commercially exploit or otherwise transfer any of the material provided by RSC. Client shall not create any derivative work, similar work, reverse engineer, decompile, or otherwise examine the ReviewNet system accessed by the Client.

4. Data Rights of Customer. RSC recognizes and acknowledges that RSC may be furnished confidential and/or proprietary information of the Client and/or third parties in performance of the Services herein, including the names of candidates. Client shall have exclusive right to user data, including email addresses, contact information, and test results that are provided or generated by an authorized user of the ReviewNet system accessing the Client’s account. The Client shall be solely liable for its use of their user data. RSC will at no time sell market or distribute to a third party the contact information and other personally identifiable information of candidates who solely access the site through the Client’s account. RSC shall have the right to use all Client data, including test results, for data aggregation and statistical reporting.

5. Term. Unless specifically stated, this Agreement shall be for a term of one year beginning on contract signing, and will automatically renew for one-year terms thereafter, unless terminated by either party thirty (30) days in advance of the end of a term by an instrument in writing signed by both parties. Either party may terminate this Agreement for material breach with ten (10) days advance written notice.

6. General. The parties agree that the license restrictions, data rights of customer, and general provisions contained herein shall survive termination and/or expiration of this Agreement as provided in those Sections. Client’s obligation to pay for Services rendered and Products provided hereunder shall survive termination. Client cannot assign this Agreement, and the obligations contained herein, without the prior written consent of RSC.

These Terms and Conditions apply to any consulting and professional services agreed upon between the Client, as identified as “Client” in the ReviewNet Services Order for Products and Services, and ReviewNet Services Corporation (“RSC”), and are in addition to the Terms and Conditions specified in the ReviewNet Services Terms and Conditions.

RSC shall provide services (the “Expert Services”) to Client using personnel under contract with RSC (the ReviewNet “Subject Matter Experts”, “Experts” or “SME’s”). In performing the Expert Services, which may include, for example, solving technical problems, interviewing candidates, or offering technical assistance, RSC will diligently and faithfully serve the Client’s interest; and use reasonable best efforts to perform those services specified by Client.

Client shall pay RSC for the Expert Services as specified in the Order for Product and Services or in Requests for Services received from Client by RSC and accepted by RSC.

RSC offers a satisfaction guarantee to Client whereby the Client may refuse payment for the Expert Services that Client deems to be inadequate, inaccurate, incomplete or otherwise unprofessionally performed, provided that Client has reasonably attempted and failed to resolve such claims with the SME and RSC. RSC agrees to attempt to resolve such claims with the dis-satisfied client and conduct the Expert Service with an alternate SME.

Client recognizes and acknowledges that the Technical Assessments that may be included in the Services, and other information constitute tangible and intangible property which RSC owns, plans or develops, whether for its own use or for use by others, and is confidential, proprietary to and the property of RSC. RSC recognizes and acknowledges that RSC may be furnished confidential and/or proprietary information of the Client and/or third parties in performance of the Services herein, including the names of candidates. The foregoing information is collectively referred to as the “Confidential Information”. Client and RSC agree that neither party will at any time during or after termination of this Agreement, disclose to any person or use any Confidential Information, or permit any person to examine and/or make copies of any Confidential Information without the prior written permission of the party to whom the Confidential Information belongs.

Client recognizes that providing access to and maintenance of a qualified group of Subject Matter Experts is a valuable service provided by RSC. For SME’s introduced by RSC to Client, Client agrees that any business conducted between the SME and Client will be performed as an Expert Service under this Agreement until RSC has invoiced Client an amount equal or greater than the Introduction Period Minimum Revenue defined herein.. If Client offers SME employment and SME accepts at any time within one year following the performance of any Expert Service by SME for Client, then Client agrees to pay RSC a Network Recruiting Fee upon start of employment of the SME by Client. Unless otherwise agreed in writing by both parties, the Introduction Period Minimum Revenue amount is $2,000, and the Network Recruiting Fee is $6,000.

Unless specifically stated, this Agreement shall be for a term of one year beginning on contract signing, and will automatically renew for one-year terms thereafter. Each party has the right to terminate this Agreement at any time by sending notice by an instrument in writing to the other party. Upon termination of this Agreement for any reason, Client shall pay RSC for services rendered prior to receipt of the notice of termination and for work performed by RSC. In addition, each party shall be released from all obligations and liabilities to the other occurring or arising after the date of termination, except for the obligations set forth in paragraphs 4, 5 and 6 above concerning Non-disclosure, Non-solicitation, and Additional Services Performed by SME or Employment of SME by Client; the provisions of which shall survive any termination of this Agreement.