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1.   Acceptance of Terms

PROFESSIONAL EXAMINATION SERVICE (“PROEXAM”) MAKES ITS BADGE-BASED CREDENTIAL SYSTEM (THE “SYSTEM”) AVAILABLE SUBJECT TO THE FOLLOWING TERMS OF SERVICE. PLEASE READ THIS AGREEMENT CAREFULLY. YOU MAY ONLY ACCESS AND USE THE SYSTEM UPON ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE "I AGREE" BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO BE BOUND BY EACH OF THE FOLLOWING TERMS AND CONDITIONS YOU WILL NOT BE GRANTED ACCESS TO THE SYSTEM.

2.   License Grant
Subject to your compliance with all of the terms and conditions of the Terms of Service, PROEXAM grants you a non-exclusive, non-transferable, limited license to access and use the System for the purpose of creating, issuing, accessing, managing, sharing, displaying and/or verifying digital credentials (a/k/a “badges” or “open badges”).

3.   License Restriction
You may not copy, reverse engineer, translate, modify or make derivative works of any software that is part of, or used with, the System. You may not disclose, publish, sell, assign, lease, sublicense, market or transfer the System, or any component thereof, or use the System in any manner not expressly authorized by this Agreement. You shall not attempt to derive the source code, source files or structure of all or any portion of the software contained in the System by reverse engineering, disassembly, de-compilation or any other means and shall not use the System to create a service bureau or for any other use involving processing of data of other persons or entities. The software contained in the System is copyrighted and may not be copied, even if modified or merged with other products. You shall not remove any copyright notice or proprietary legend contained in any component of the System.

4.   Modification of Right
PROEXAM may change the terms and conditions of this Agreement at any time. A notification of such change(s) will be posted on the login page of the System, and the revised Agreement itself, will be posted in the Help section of the Service. When such notifications have been posted, you will be responsible for reviewing any changes to the Agreement. By using the Service after any such changes take place, you signify your acceptance of the change(s) and your agreement to be bound by them.

5.   Ownership
You agree that, as between you and PROEXAM, PROEXAM is the sole owner of all right, title and interest (including all intellectual property rights) in and to the System and all components thereof.

6.   Rights to Content
(a) PROEXAM does not claim ownership of Your Content. However, you grant PROEXAM a perpetual, worldwide, royalty-free, non-exclusive, sublicensable, transferable license to use, copy, translate, distribute, reproduce, modify, adapt, publicly perform and publicly display Your Content in connection with the Service. You understand that the technical processing and transmission of data associated with the Service, including Your Content, may require: (1) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

(b) Except with respect to Your Content and User Content, you acknowledge and agree that PROEXAM and its licensors own all rights associated with the Service and the Content, including but not limited to: (1) patents, patent services, patent disclosures, inventions (whether or not patentable or reduced to practice) and any improvements thereto, together with all reissues, continuations, continuations-in-part, divisionals, revisions, extensions and/or reexaminations thereof; (2) trademarks, service marks, trade dress, trade names, logos, corporate names, domain names and all other source identifiers (whether registered or unregistered), and all registrations and services for registration thereof (including, but not limited to, all translations, adaptations, derivations and combinations of the foregoing), together with all the goodwill associated therewith; (3) copyrights, mask works, copyrightable works and works of authorship (whether registered or unregistered), and all registrations and services for registration thereof and all associated moral rights; (4) computer software (including, but not limited to, all source code, object code, libraries and technical elements therein), data, databases and documentation therefore; (5) trade secrets and other Confidential Information (as defined below); and (6) all other intellectual property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license or otherwise (collectively “Intellectual Property Rights”).

(c) If You elect to provide or make available to PROEXAM any suggestions, comments, ideas, improvements or other feedback concerning the Service (collectively, “Suggestions”), PROEXAM shall be free to use, disclose, reproduce, modify, license, transfer and otherwise utilize and distribute your Suggestions in any manner, without credit or compensation to you. In addition, you hereby irrevocably and forever, without the need for additional consideration, assign, transfer, grant and convey to PROEXAM all right, title and interest, including any Intellectual Property rights that might be created thereby, that may exist in any such suggestions, comments, ideas, improvements or other feedback concerning the Service and PROEXAM shall be deemed to be the author of the same for all purposes. You shall provide any necessary assistance and execute any all documents necessary to protect, enforce or perfect PROEXAM’s Intellectual Property Rights.

7.   Your Obligation
You represent and warrant to PROEXAM that you will only use the System as permitted under this Agreement, and that you will not introduce into the System any offensive materials, or any "back door," "time bomb," "Trojan horse," "worm," "drop dead device," "virus," or other computer software routines or hardware components designed to disable, damage or erase any software, hardware or data contained in the System. You agree not to hack other users’ accounts or attempt to destroy or alter other account holders’ information. You agree that your personal data that is entered into and/or maintained within the System can be transferred to and stored in the United States of America.

8.   USER CONDUCT
In connection with your use of the Service, you shall not:

(a) upload, post, e-mail, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

(b) stalk or otherwise harass another person or entity;

(c) impersonate any person or entity, including, but not limited to, ProExam personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(d) create serial accounts for disruptive or abusive purposes or squat on accounts to prevent legitimate use by others;

(e) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;

(f) upload, post, e-mail, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationship – for example, inside information or other proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements;

(g) upload, post, e-mail, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(h) upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation;

(i) issue mass unsolicited Credits or continue to issue Credits to any user after such user has requested that no further Credits be issued;

(j) upload, post, e-mail, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(k) disrupt the normal flow of dialogue, cause a screen to scroll faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects the ability of other users to use the Service;

(l) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

(m) intentionally or unintentionally violate any applicable local, state, national or international law or regulation;

(n) use spiders, crawlers, robots or any other means to access the Service or substantially download, reproduce or archive any portion of the Service;

(o) reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose any portion of the Service (including, but not limited to, Credits and your account) or your access to or use of the Service.

(p) modify, damage, disrupt, disable, overburden, impair, alter or interfere with the use, features, functions, operation, security or maintenance of the Service or the rights or use and enjoyment of the Service by any other person or entity in any manner.

Any of the above inappropriate user conduct may result in ProExam revoking a user license and further blocking user access.

9.   ProExam Links and Information
PROEXAM may offer you information and links (including advertisements) to Web sites for opportunities, products, and services of potential interest to you.

10.   Third-Party Web Sites, Links, and Information
The Service may contain information, products, and services provided by third parties and links (including advertisements) to Web sites made available by third parties. This information and these products, services, and links are provided only as a convenience to users of this Service. PROEXAM does not control this information or these products, services, or Web sites, PROEXAM does not make any representations or warranties, express or implied, regarding this information or these products, services, or Web sites, and shall not be liable for any information or services received from them. Inclusion of any of the foregoing in conjunction with the Service does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with PROEXAM with respect to any third party, any third party's Web site or its content, or any information, products, or services provided by a third party.

11.   Disclaimer of Warrantees
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SYSTEM IS PROVIDED "AS IS" WITH ALL FAULTS, WITHOUT ANY WARRANTY OF ANY KIND, AND PROEXAM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES AS TO QUALITY, PERFORMANCE, TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOUR USE OF THE SYSTEM UNDER THIS AGREEMENT IS SOLELY AT YOUR OWN RISK. PROEXAM DOES NOT WARRANT THAT THE SYSTEM WILL MEET YOUR REQUIREMENTS OR THAT PROEXAM’S OPERATION WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR VIRUS-FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY IN ALL CASES.

12.   Limitation of Liability
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROEXAM WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOST OR CORRUPTED DATA, LOST OR CORRUPTED CONTENT, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF ANY SUBJECT MATTER OF THIS AGREEMENT, EVEN IF PROEXAM HAS BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL PROEXAM HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY WHICH IN THE AGGREGATE IS MORE THAN US$50.

13.   General
The laws of the State of New York of the United States of America will govern this Agreement, without reference to its conflicts of law principles. Any action, proceeding, controversy or claim between you and PROEXAM arising out of or relating to this Agreement shall be brought in the United States District Court for the Southern District of New York or, if federal jurisdiction is not available, in the Supreme Court of New York County, and each party hereby submits to the personal jurisdiction of such courts with respect to such actions. The United Nations Convention on Contracts for the Sale of Goods does not apply to this Agreement. If any provision of this Agreement is held to be unenforceable, that provision will be removed and the remaining provisions will remain in full force. The failure of either party to require performance by the other party of any provision hereof will not affect the full right to require such performance at any time thereafter; nor will the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. This Agreement is the entire and exclusive agreement between you and PROEXAM with respect to the subject matter hereof.