Terms of Use

 

This Terms of Use (“Agreement”) is made between Tests4Techs, LLC (“Tests4Techs”) and Customer.

 

A.       GENERAL TERMS

(1)      Right to Use. Subject to the terms of the Agreement, and the payment of the fees outlined in this Agreement, Tests4Techs grants Customer a non-exclusive, revocable non-transferable license, during the Term (as defined herein), to use, access and/or administer the Tests4Techs Generator Assessments (collectively “Products and Services”). Customer may only use Tests4Techs’s Products and Services with Customer’s current and prospective employees.    

(2)      Term. The initial term of this Agreement shall begin on the date that Customer transmits (electronically or otherwise) to Tests4Techs an executed copy of this Agreement and/or  Order Form (“Start Date”) and shall continue for one year, unless earlier terminated by Customer or Tests4Techs in accordance with this Agreement (the “Initial Term”). At the conclusion of the Initial Term, this Agreement will automatically renew on each anniversary of the Start Date for successive one-year periods (each a “Renewal Term” and collectively with the Initial Term, the “Term”) unless Customer provides written notice to Tests4Techs of Customer’s intention not to renew this Agreement at least ten (10) days prior to the expiration of the Initial Term or the then-current Renewal Term, as the case may be.

(3)      Fee.

a.          The annual fee for the Initial Term is as set forth in your Order Form. The annual fee for each Renewal Term is to be determined pursuant to Tests4Techs’ then-effective fee schedule for the Product or Service in the applicable year. Annual fees are due and payable on or before the Start Date and annually thereafter, on or before the anniversary of the Start Date. Where applicable, Customer shall be responsible for payment of all local taxes and VAT.

b.         Payments that are more than 30 days late incur a penalty interest rate of 2% per month or the maximum rate permitted by law, whichever is less.

c.          If any payment due is collected at law or through an attorney-at-law, or under advice therefrom, or through a collection agency, Customer agrees to pay all of Tests4Techs’ costs of collection, including, without limitation, all court costs and attorneys’ fees. 

(4)      Products and Services

a.          Customer acknowledges and agrees that the Products and Services, and all materials furnished in connection with the Products and Services, including without limitation all written materials and other software provided therewith, contain copyrighted materials, trade secrets and confidential information which is the property of Tests4Techs, and are made available to Customer solely for Customer’s own use. Customer shall not copy, distribute, sell, resell, rent, lease, lend, sublicense, disclose or otherwise make the Products and/or Services available to any third parties, except as may be required by law. Except as authorized hereunder, Customer shall keep the Products and Services confidential and use them only as permitted by the Agreement. Additionally, Customer may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Products and/or Services, or any part thereof. Any attempt to do so is a violation of this Agreement and the rights of Tests4Techs.

b.         Except as otherwise expressly provided herein, Tests4Techs owns and shall retain all of its right, title and interest in and to the Products and Services, and Customer shall not make any claim to the contrary. Customer further acknowledges that the Products and Services have been created, developed and maintained by Tests4Techs at great expense of time and money, such that misappropriation or unauthorized disclosure or use of the Products and/or Services by Customer or others for commercial gain would unfairly and irreparably harm Tests4Techs, in a manner for which damages would not be an adequate remedy, and Customer therefore consents to Tests4Techs obtaining injunctive relief to restrain any actual or threatened breach of the Agreement.

 

(5)      Access to and Use of Tests4Techs

a.          Unless otherwise explicitly provided, the Products and Services may not be used under any circumstances to provide services to or for the benefit of a third party, including, without limitation for recruitment, placement, consulting, counseling or staffing for any party other than Customer.

b.         Tests4Techs does not warrant that the Products and/or Services will perform in accordance with any specifications, documentation, or other standards, perform in an uninterrupted capacity, be error-free or bug-free, or provide complete or accurate data. Tests4Techs does not make any warranties as to the results to be obtained from the use of our Products and/or Services. Use of the Products and/or Services and reliance thereon is at Customer’s sole risk. Tests4Techs will in no way be liable to Customer or any other entity or person for their inability to use the Products and Services, or for any inaccuracies, errors, omissions, delays, computer viruses or other infirmity or corruption, damages, claims, liabilities, or losses, regardless of cause, in or arising from the use of our Products and/or Services.

c.          Although Tests4Techs will review and provide guidance in support of Customer’s use of the Products and Services, the Products and Services are provided on an “as is” basis and without warranty. No warranties, either express or implied, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, or any other type is provided.

(6)      Customer Systems Responsibility. Customer is solely responsible for the set-up, maintenance, and security of the computer and online service and/or network connection(s) used for accessing the Products and Services. Customer acknowledges that frequent, regular software updates for internet browsers, antivirus applications, operating systems, media players, and other communication software are essential to the security and functionality of Customer’s connection to the Products and Services. Customer shall comply with all applicable federal, state and local laws, rules, decrees, regulations and ordinances (“Laws”) applicable to, and/or affecting Customer’s use of the Products and Services, and Tests4Techs shall have no responsibility to advise Customer of its responsibilities in complying with any Laws affecting Customer’s use of the Products and Services. 

(7)      Breach and Termination. If Customer (a) fails to pay any fees due under the Agreement, (b) is insolvent, (c) is otherwise in breach of the Agreement, or (d) is using the Products and/or Services or any other software provided to you under the Agreement in a manner that impairs the operation of the Products and/or Services, or any systems or platforms in connection therewith, (any of the foregoing, a “Breach”), Tests4Techs may terminate or suspend the Agreement and Customer’s use of the Products and Services until such Breach has been cured. In the event of suspension or termination of this Agreement, Customer shall immediately cease all further use of the Products and Services until such time as Tests4Techs elects to resume the provision of the Products and Services.  

(8)       Publicity. Customer grants Tests4Techs the right to add Customer’s name and company logo to Tests4Techs’ customer list, website, social media platforms, and other marketing materials, unless Customer asks Tests4Techs not to do so in writing.

(9)      Liability. In spite of anything to the contrary in this Agreement, Tests4Techs’ maximum aggregate liability to Customer related in any way to or in connection with this Agreement, including Customer’s use shall be limited to the amount of fees paid by the Customer pursuant to this Agreement over the twelve (12) month period immediately preceding the circumstance giving rise to Customer’s claim for indemnification. Tests4Techs, nor its respective affiliates, directors, officers or agents, shall be liable to Customer for any indirect, incidental, special, consequential punitive or exemplary damages or liability (including reasonable attorneys’ fees) that result from or are related to the Agreement or any of the Products and/or Services, whether in contract or tort or under any other theory of liability, even if Customer has been informed of the possibility of such damages or liability.

(10)Force Majeure. No party to this Agreement will be responsible for failure or delay of performance if caused by: an act of war, hostility, terrorism or sabotage; act of God; natural disaster; or electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

(11)After Termination. Upon termination or expiration of this Agreement, all licenses granted to Customer will automatically terminate and Customer shall immediately cease to use any Products and Services, including, without limitation, any software and documentation provided by Tests4Techs. Provisions in this Agreement that inure to the benefit of Tests4Techs will survive termination or expiration of this Agreement. If Tests4Techs terminates this Agreement for “cause”, Customer shall not be entitled to a prorated refund for any prepaid Fees for the unused remainder of a term. For purposes of this Agreement, “cause” shall mean failure to make any payment when due, Customer’s breach of any other term or condition of this Agreement, or a violation of applicable law.

(12)Choice of Law and Venue. This Agreement and services rendered with regard to the Agreement shall be deemed to have been entered into and performed at Tests4Techs’ company headquarters in Jefferson Parish, State of Louisiana, and all questions concerning the validity, interpretation, or performance of any of its terms or provisions, or any rights, or obligations of the parties hereto, shall be governed by and resolved in accordance with the laws of the State of Louisiana. The venue for any dispute arising out of or relating in any way to this Agreement shall be in any state court in Jefferson Parish, Louisiana or federal court in Orleans Parish, Louisiana.

(13)Entire Agreement. This Agreement, along with the Privacy Policy and Order Form, sets forth the entire agreement of the parties and supersedes all other oral or written agreements between the parties. This Agreement may not be amended, except by writing executed between Tests4Techs and Customer.

(14) Modification of Terms; Reservation of Rights

a.          Tests4Techs may modify these Terms at any time upon notice to Customer (which may be by email, or posting a notice through the Products and Services or web-based platform used to access the Products and Services); provided, however, that if Customer does not agree to the modified terms, Customer shall notify Tests4Techs in writing within thirty (30) days, in which case the previous terms will apply to Customer’s use of the Products and Services for the remainder of the then-current Term for which Customer has previously paid the Fee, after which Customer’s right to use the Products and Services shall terminate and Tests4Techs shall not have any further responsibility or liability to you.

b.         Customer obtains only the rights expressly set forth in the Agreement, and no implied rights are granted. Tests4Techs reserves all rights to the Products and Services not expressly granted herein. Tests4Techs’ failure to enforce its rights under the Agreement at any time for any period will not be construed as a waiver of such rights.

(15)Relationship. Neither this Agreement nor the services to be provided hereunder shall be construed to create any relationship of employment, agency, partnership or joint venture between the parties.

(16)This Agreement may be executed and delivered in any number of counterparts, each of which when executed and delivered is an original but all of which taken together constitute one and the same instrument. A party’s transmission by electronic mail of a copy of this Agreement duly executed by that party shall constitute effective delivery by that party of an executed copy of this Agreement to the party receiving the transmission. Customer’s execution of the Order Form shall constitute execution and acceptance of the terms of this Customer Agreement.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Last Updated: December 1, 2018