License Agreement, Terms, and Conditions
1. License Agreement.
NCS Pearson, d/b/a Pearson Talent Assessment grants to qualified individuals ("You") a non-transferable and non-exclusive license to use the Pearson Talent Assessment Internet-based test and survey system. The granting of this license is active upon issuance by Pearson Talent Assessment a Pearson Talent Assessment authorized user login id.
The term of this license agreement begins on the date on which the login id is issued, and will be continued until terminated by either party. You agree that all registration information is accurate and truthful. You also agree to immediately inform Pearson Talent Assessment of any changes in the status of Your Registration Information that may affect Your eligibility as a Pearson Talent Assessment authorized user.
3. Orders and Payment.
Orders for test and survey products during the term of this agreement are subject to acceptance by Pearson Talent Assessment and will be fulfilled subject to the terms and conditions of this agreement. You agree to accept billing for all applicable charges for Pearson Talent Assessment products at the time of order, together with any applicable taxes. Charges are due and payable in full within thirty (30) days of order placement. Pearson Talent Assessment may incur enforcing the terms of this agreement. Pearson Talent Assessment reserves the right to suspend ordering privileges and/or to terminate this license agreement in the event of sustained or multiple failures to pay charges in a timely fashion. Unused and unassigned instruments may be returned within 30 days from the date of purchase and refunds will be issued and will be subject to a 25 percent restocking fee. Returns will not be accepted after 30 days. Credits will need to be based off of the original order or invoice and not based on current inventory. If an assessment is started, but not completed (by either the candidate or administrator), no credit or refund will be issued. Pearson Talent Assessment inventory is non-transferrable and product inventory cannot be exchanged for a different Pearson TalentLens product. In the event of a product retirement, inventory of the retired product cannot be exchanged for or transferred to another product.
4. Proper Use of Products.
You agree to use Pearson Talent Assessment products within the scope of Your training and professional competence and in a manner consistent with their intended use. Your accessing or using our clinical instruments certify that You have the necessary clinical certification and training to do so. Your use of Pearson Talent Assessment products for human resource and pre-employment screening implies that You have full and current knowledge of the Equal Employment Opportunity Commission (EEOC) Uniform Guidelines on Employee Selection Procedures and employment law. You also agree that any tests or surveys You purchase from Pearson Talent Assessment will be used by You or under Your direct supervision in a manner consistent with all professional, ethical, and regulatory guidelines and standards.
5. Protection of Test and Survey Products.
Tests, surveys, reports, and delivery mechanisms on Pearson Talent Assessment’s Internet-based test and survey system are the proprietary property of Pearson Talent Assessment, and title to the products and all intellectual property rights protecting the products remain with Pearson Talent Assessment. You agree to take diligent and reasonable steps to keep the products and processes confidential and free from unauthorized access or use, and not to divulge, provide, or make the products available to a third person, unless said person is under Your direct professional supervision. Further, You may not assign, convey, sublicense, or otherwise transfer this agreement or any right, license, or privilege to the products You may receive to another party.
You agree not to copy, duplicate, download, or otherwise disseminate test or survey products without the explicit written permission of Pearson Talent Assessment. You further agree not to modify or alter the physical or electronic characteristics of Pearson Talent Assessment tests, surveys, reports, or any aspect of the Pearson Talent Assessment electronic environment, and to not be party to any attempt to dismantle, reverse engineer, or electronically intrude into Pearson Talent Assessment proprietary systems.
Except as provided in section 6 of this Agreement, You agree to indemnify and hold Pearson Talent Assessment and its testing content suppliers harmless against claims, liabilities, demands, damages, costs, or expenses, including attorney’s fees and expenses, arising from or in connection with Your use of Pearson Talent Assessment products and/or Your failure to perform the other terms of this Agreement.
Pearson Talent Assessment warrants that neither the products nor the Pearson Talent Assessment proprietary system in their standardized form, nor their normal professional use will infringe upon any United States patent, copyrights, or trademarks existing at the time of the product delivery. You agree to promptly inform Pearson Talent Assessment of any such potential infringement claim, including any arising outside of the U.S. Pearson Talent Assessment agrees to indemnify and hold You harmless from and against such claims provided You have met the other terms and conditions of this agreement. If such an infringement claim arises, Pearson Talent Assessment will furnish You with non-infringing replacement products or terminate this agreement in whole or part by crediting any ordered but unused products relative to the potential claim. Pearson Talent Assessment makes no other warranties with respect to Pearson Talent Assessment products.
With respect to any goods provided to You under this agreement, Pearson Talent Assessment disclaims any and all warranties, whether express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. If the goods sold pursuant to this agreement are defective, Your sole and exclusive remedy shall be the replacement or repair, at the option of Pearson Talent Assessment, of the defective goods.
Each assessment product purchased on Pearson Talent Assessment entitles You to one test session. The test session enables one administration and report for the product ordered and is valid for a period of twenty-four months from the time of purchase.
Either party will have the right to terminate this agreement if the other party breaches any of its obligations and fails to remedy same within 30 days after receipt of notification of breach, except that there is no remedy period for breach of Pearson Talent Assessment rights under sections 4 and 5 of this agreement.
Liability of Pearson Talent Assessment for loss or damage relating to this agreement or Your use or inability to use Pearson Talent Assessment and its products shall be limited to the charges paid by You for the products involved. In no event will Pearson Talent Assessment be liable to You for any claim made against You by any party or for any claim made by You for lost business or profits, or for indirect, special, or consequential damages.
This agreement is governed by the laws of the State of Minnesota. It constitutes the complete agreement between You and Pearson Talent Assessment regarding Your status as an authorized User and Test Administrator of Pearson Talent Assessment. The parties further agree that any suit brought by either party arising out of or relating to this agreement or use of any Pearson Talent Assessment test or survey shall only be brought in a court located in Hennepin County, Minnesota.
Submitted by agreement to these terms and conditions for acceptance by Pearson Talent Assessment
Last updated: May 19, 2017