This Agreement (“Agreement”) sets forth the terms and conditions under which TAI Incorporated (“TAI”) will provide access to the UCipher™ Graduate Assessment Platform to you or your organization (the “User”).
- DEFINITIONS. For purposes of this agreement, unless the context clearly indicates otherwise, the following words shall have the meanings set forth below:
a. “UCipher™ Graduate Assessment Platform” means the fully integrated web-based assessment instrument, and all of the contents, technology, questionnaires, assessment reports, Workshops and services housed at, accessible from and generated through www.ucipher.com or www.uciphergraduate.com, located on TAI’s server(s) or its IT provider server(s).
b. “User” means an individual or organization provided with authorized access to any part of the UCipher™ Graduate Assessment Platform by way of a password or secure link issued by TAI.
c. “License Fee” means the charge to be paid by or for each User to access the UCipher™ Graduate Assessment Platform.
d. “Workshops” means any and all power point presentations, handouts and related materials provided by TAI and available to Users on line from time to time for use in conjunction with the UCipher™ Graduate Assessment Platform.
- LIMITED LICENSE GRANT. Subject to the limitations stated in this Agreement and upon payment of the applicable License Fee, TAI grants to User a nonexclusive, nontransferable limited license to use the UCipher™ Graduate Assessment Platform to perform a self-assessment. The license is a one-time license per assessment purchased. In addition, User shall have the right to participate in such Workshops as may be offered from time to time on TAI’s website; provided, however, that participation in and use of the Workshops is made solely in connection with the use of the UCipher™ Graduate Assessment Platform. Use of the Workshops in any other manner is strictly prohibited.
- RETENTION OF TANGIBLE UCIPHER™ ASSESSMENT REPORTS; LIMITATIONS ON GRANT OF LICENSE. It is intended by TAI that Users receive and retain indefinitely for their own use the tangible UCipher™ assessment reports generated by the UCipher™ Graduate Assessment Platform. Except as specifically permitted under this Agreement, User shall not itself, and shall not permit its employees, subsidiaries, agents or representatives to: (a) copy, reproduce, republish, upload, post, modify, decompile, disassemble or reverse engineer any of the UCipher™ Graduate Assessment Platform; (b) create any derivative works of the UCipher™ Graduate Assessment Platform; or (c) allow unauthorized access to the UCipher™ Graduate Assessment Platform.
TAI shall have the right, at its discretion, to audit User’s use of the UCipher™ Graduate Assessment Platform at any time during normal business hours upon five (5) days’ prior written notice for the purpose of confirming User’s compliance with this Agreement. User shall reasonably facilitate such audits by granting TAI or its authorized representatives access to User’s records pertaining to its use of the UCipher™ Graduate Assessment Platform and such other information as may be reasonably requested by TAI.
- TAI’s INTELLECTUAL PROPERTY. User acknowledges that, subject to the limited license grant set forth above, TAI and its licensors and suppliers retain all of their respective rights, title and interest in and to the UCipher™ Graduate Assessment Platform, and that the UCipher™ Graduate Assessment Platform is protected by copyright, trademark and other intellectual property laws. User shall undertake no action that will interfere with or diminish the copyright, trademark or other intellectual property interests of TAI or its licensors or suppliers in the UCipher™ Graduate Assessment Platform. User shall report to TAI in writing any infringement of said rights promptly upon becoming aware of such infringement.
- USER OBLIGATIONS. Each User shall register for UCipher™ Graduate Assessment Platform via an online registration form. User may not customize, augment or change the UCipher™ Graduate Assessment Platform in any manner without the prior written consent of TAI, but it may integrate use of UCipher™ Graduate Assessment Platform with its training programs and other legitimate organizational activities. THE UCIPHER™ GRADUATE ASSESSMENT PLATFORM IS A PROFESSIONAL DEVELOPMENT INSTRUMENT THAT MAY BE USED AS A COMPONENT IN SUCCESSION PLANNING AND CANDIDATE SELECTION. USER ACKNOLWEDGES THAT THE UCIPHER™ GRADUATE ASSESSMENT PLATFORM IS NOT INTENDED TO AND SHOULD NOT BE USED TO MAKE NEGATIVE EMPLOYMENT DECISIONS, SUCH AS FIRING, DEMOTING OR TAKING DISCIPLINARY ACTION AGAINST ANY PERSON. USER ASSUMES FULL RESPONSIBILITY FOR ITS USE OF THE RESULTING INFORMATION AND UCIPHER™ ASSESSMENT REPORTS. Each organizational User shall take appropriate steps to counsel its individual Users regarding the proper use of UCipher™ Graduate Assessment Platform, will advise TAI if it believes any of its Users are violating this Agreement and will assist TAI as may be reasonably necessary to stop such violation and prevent any further violations.
- WARRANTY. THE UCIPHER™ GRADUATE ASSESSMENT PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. USE OF ANY OR EVERY PART OF THE UCIPHER™ GRADUATE ASSESSMENT PLATFORM, INCLUDING WEB-BASED ASSESSMENTS AND ALL PROGRAM MATERIALS AND REPORTS IS AT USER’S OWN RISK, AND TAI DOES NOT WARRANT OR MAKE REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF USING UCIPHER™ GRADUATE ASSESSMENT PLATFORM, INCLUDING, WITHOUT LIMITATION, WORKSHOPS, PROGRAMS, MATERIALS, ASSESSEMENTS OR REPORTS IN TERMS OF THEIR EFFECTIVENESS, CORRECTNESS, ACCURACY, RELIABILITY OR PERSUASIVENESS. USER IS SOLELY RESPONSIBLE FOR USE AND INTERPRETATION OF THE UCIPHER™ ASSESSMENT REPORTS PRODUCED AS A RESULT OF USING THE UCIPHER™ GRADUATE ASSESSMENT PLATFORM PROVIDED UNDER THIS AGREEMENT. TAI DOES NOT WARRANT THAT USE OF THE UCIPHER™ GRADUATE ASSESSMENT PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE OR FREE FROM DATA LOSS. ALTHOUGH TAI USES INDUSTRY STANDARD METHODS TO PROTECT THE WEB-BASED AND OTHER ELECTRONICALLY DELIVERED MATERIALS AGAINST MALICIOUS PROGRAM CODE INSERTIONS, IT DOES NOT WARRANT THAT THE WEB-BASED PROGRAMS OR THEIR METHODS OF DELIVERY ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
NOTHING IN THIS AGREEMENT OR THE DELIVERY OF THE UCIPHER™ GRADUATE ASSESSMENT PLATFORM HEREUNDER SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY BY TAI THAT IT WILL MAINTAIN THE AVAILABILITY OF THE UCIPHER™ GRADUATE ASSESSMENT PLATFORM, OR ANY LEVEL OF MAINTENANCE OR SUPPORT THEREOF.
ANY THIRD-PARTY SITES WHICH MAY BE ACCESSED THROUGH UCIPHER™ GRADUATE ASSESSMENT PLATFORM ARE SOLELY THE RESPONSIBILITY OF THE THIRD-PARTY HOST AND TAI MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION ON SUCH SITES, NOR DOES IT ACCEPT RESPONSIBILITY FOR ERRORS OR OMISSIONS CONTAINED ON SUCH SITES OR DAMAGES DERIVING FROM THE USE OF SUCH SITES.
ALL SALES ARE FINAL AND NON-REFUNDABLE.
- LIMITATION OF LIABILITY. TAI SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING IN ANY WAY FROM USER’S USE OF, OR INABILITY TO USE, THE UCIPHER™ GRADUATE ASSESSMENT PLATFORM. TAI’S LIABILITY IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE ACTUAL AMOUNT OF DIRECT DAMAGES, AND IN NO CASE SHALL EXCEED THE AMOUNT PAID BY USER TO TAI FOR USE OF THE UCIPHER™ GRADUATE ASSESSMENT PLATFORM DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. USER’S RIGHT TO SUCH LIMITED DAMAGES SHALL BE IN LIEU OF ALL OTHER REMEDIES THAT USER MAY HAVE AGAINST TAI OR ANY TAI AFFILIATE. IN NO EVENT SHALL TAI BE LIABLE TO USER FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES.
- USER INFORMATION. TAI shall be permitted to include User’s name, the number and type of products and services purchased by User, and the year(s) in which such purchases are made on TAI’s User list, which list may be used for purposes of informing User of new products and services that might be of interest to User, or published, or listed on TAI’s website as a User list.
- TERMINATION. This Agreement may be terminated by TAI immediately in the event User has defaulted in its obligations under this Agreement. In addition, TAI reserves the right to terminate a User’s use of any of its Workshops at any time, with or without fault, and without notice in TAI’s sole discretion.
- RIGHTS AND OBLIGATIONS AFTER TERMINATION. Immediately upon the termination of this Agreement:
a. All fees due from User to TAI, accrued to the date of termination, shall immediately become due and payable.
b. All rights to use the UCipher™ Graduate Assessment Platform granted to User under this Agreement shall cease.
c. The termination of this Agreement shall not relieve User of any obligation it owes to TAI arising prior to such termination.
- ENFORCEMENT. User agrees to pay all attorneys’ fees and costs incurred by TAI as a result of User’s breach of this Agreement.
- NO ASSIGNMENT. User shall not assign, transfer or sublicense this Agreement or any rights or obligations hereunder, in whole or in part, without the prior written consent of TAI. To the extent so permitted, this Agreement shall be binding upon and inure to the benefit of each of the parties and their respective heirs, personal representatives, successors and assigns.
- GOVERNING LAW; EXCLUSIVE JURISDICTION. This Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania. Any legal proceeding arising out of or relating to this Agreement shall, at the option of TAI, be instituted in a court of competent jurisdiction in Bucks County, Pennsylvania and the User hereby consents to jurisdiction and venue of such court.
- ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof. This Agreement may not be amended except in writing by TAI.
- ACCEPTANCE OF TERMS. User’s use of the UCipher™ Graduate Assessment Platform constitutes its acceptance of the terms of this Agreement as in effect at the time of such use.