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1. Terms of Service. CertLink® assessment platform is an online platform for the development and delivery of dynamic assessments to support continuing certification and professional development for users. These Terms of Service govern your access to and use of any and all CertLink products, services, features, applications and technologies, including, but not limited to, mycertlink.org, CertLink mobile applications and any other service of or technology provided by CertLink that may be available from time to time (collectively referred to as “Services”). By checking the box before the statement “I understand and agree” and then clicking “Accept” or by otherwise using the Services in any manner, you acknowledge that you have read and understand these Terms of Service and that you accept them as legally binding upon yourself as of the date of acceptance or use.
2. User Commitments. In exchange for CertLink providing these Services, you agree to the following commitments:
a. You will use your legal name or the same name you use as a regular part of your daily life. You will provide accurate information or otherwise validate the accuracy of information about yourself when you create and maintain your account. You will not create a false identity, misrepresent your identity or establish an account for anyone other than yourself.
b. You are age eighteen (18) or older and legally eligible to enter into this agreement.
c. You will ensure and otherwise validate that your account information is always current.
d. You will have a strong, secure and confidential CertLink password and will not share this password with or otherwise provide access to your account to any third party.
e. You will use the Services in a professional manner and solely for the permissible purpose of participating in assessments to support continuing certification or professional development.
g. You will not upload viruses, worms or harmful code or engage in any malicious activity that could impair, disable, overburden or otherwise interfere with the proper functioning of the Services.
h. You will not develop, support or use software, devices, scripts, robots or any other means or processes (e.g., crawlers, browser plugins or add-ons) to scrape the Services or otherwise copy profiles and data from the Services.
i. You will not reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services.
j. You will not override any security feature, bypass or circumvent any access controls or use limits, or use bots or other automated methods to access the Services.
k. You will not monitor the Services’ availability, performance or functionality.
l. You will not engage in “framing” and “mirroring” or otherwise simulate the appearance or function of the Services.
m. You will not otherwise access or use the Services for any impermissible purpose.
3. License. When you submit content online that is covered by intellectual property rights, you own the content that you provide to CertLink. Nevertheless, you grant CertLink a worldwide, perpetual, transferable, non-exclusive, royalty free and sublicensable license to host, use, distribute, modify, run, copy, translate or create derivative works of such content. You may terminate this license at any time by deactivating your account.
5. Confidential Information. You shall consider as confidential and proprietary and shall not copy, use, disclose, reveal or provide access to the Services and any of the accompanying non-public data, materials or other information (collectively referred to as “Confidential Information”) to any third party. You further acknowledge that your breach of this provision will cause CertLink and its parent corporations, subsidiaries, affiliates, members, directors, officers, employees and agents (collectively referred to as “the Protected Parties”) irreparable injury for which no adequate remedy at law exists and that the Protected Parties shall be entitled to injunctive relief without the need to post a bond or any other form of security as may be necessary to enjoin such breach.
6. Disclaimer of Warranties. You expressly acknowledge and agree that you assume all the responsibility and risk for your use of the Services and the results and performance of the Services. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND. CERTLINK DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, NONINFRINGEMENT AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Any information or guidance provided by CertLink or its representatives, whether verbal or written, likewise does not create any warranty or condition as set forth above. Finally, CertLink does not represent or warrant the following: (a) the Services will be free from error or any errors or course defects will be corrected; (b) the operation of the Services will be uninterrupted or secure; (c) you will obtain or achieve a particular result from your use of the Services; and (d) you will be satisfied with the accuracy, timeliness, completeness or adequacy of the Services.
7. Indemnification. You agree to indemnify, hold harmless and defend CertLink and its parents, subsidiaries, affiliates, members, directors, officers, employees, agents and permitted successors and assigns from and against any and all claims, causes of action, suits, demands and any and all related losses, judgments, damages, fines, expenses and costs, reasonable attorney’s fees or other liabilities of any nature asserted by third parties arising out of or relating to any negligent act or omission committed by you in the performance of your duties or obligations under this Agreement or any breach by you of this Agreement.
8. Limitation on Liability. Any liability of the Protected Parties shall be limited to the fullest extent provided by law. EVEN IF THE PROTECTED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF LIABILITY OR DAMAGES, THE PROTECTED PARTIES WILL NOT BE LIABLE TO YOU, BASED ON ANY CAUSE OF ACTION OR THEORY OF LIABILITY, FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS; LOSS OF GOODWILL; BUSINESS INTERRUPTION AND COMPUTER FAILURE OR MALFUNCTION; LOSS OF CONTENT OR DATA OR COST OF COVER; OR LOSS OF OPPORTUNITY, GOODWILL AND REPUTATION. This limitation of liability is a critical component of the basis of the bargain between you and CertLink.
9. Export Laws. You may not use, export, re-export, import, sell or transfer the Services or any Services-related data into any country or use them in any manner prohibited by the U.S. Export Administration Act or any other export laws or regulations. In particular, the Services may not be exported or re-exported (a) into any embargoed countries by the United States or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person List or Entity List. By using the Services, you represent and warrant that you are not located on any such list or in any such country, which are, by way of illustration and not limitation, Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea or Serbia.
10. Notices. Notices, announcements and other messages will be provided to you either through the Services or sent to you using the contact information you provide to CertLink (e.g., email address or mobile telephone number).
11. Governing Law. This agreement shall be interpreted in accordance with and governed by the laws of the state of Illinois without resort to any conflict of laws principles. The sole and exclusive jurisdiction for any legal proceeding or other dispute arising out of or related to this agreement or its subject matter shall be the federal or state courts located in Cook County, Illinois, and you consent to jurisdiction and venue in such courts.
12. No Waiver. Any failure of either party to exercise or enforce any of its rights under this agreement will not act as a waiver of such rights or any other rights, unless such waiver is set forth in writing signed by the waiving party.
13. Headings. The section titles in this agreement are provided solely for organizational purposes and have no legal or contractual significance.
14. Severability. If any provision of this agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be considered void and severed from the agreement, and the remainder of the agreement shall remain fully operative and binding on the parties.
15. Assignment and Delegation. You may not assign or delegate any rights or obligations under this agreement.
16. Controlling Language. Unless otherwise required by law, the controlling language of this agreement is English. In the event of an inconsistency or discrepancy between the English interpretation and any translation in another language, the English interpretation shall prevail.
17. Entire Agreement. This agreement is the entire agreement between you and CertLink and supersedes any and all prior agreements with respect to its terms and conditions.
18. Termination of Agreement. Either party may terminate this agreement at any time with notice to the other party. For you, the termination process would likely be the deactivation of your account. The following provisions will, however, survive beyond termination: Disclaimer of Warranties; Indemnification; Limitation on Liability; Governing Law; No Waiver; Severability; Assignment and Delegation; Controlling Language; Entire Agreement; and Reservation of Rights.
19. Reservation of Rights. CertLink reserves all rights not expressly granted to you by these Terms of Service.
20. Amendments to Terms of Service. CertLink may amend these Terms of Service at any time in its sole discretion and will notify you of any material changes. Following this notification, your continued use of the Services constitutes acceptance and agreement of the amended Terms of Service. If you disagree with the amendments to the Terms of Service, your recourse is to deactivate your account. Any amendment between CertLink and a specific user shall be in a written instrument executed by both parties.
21. Contact Us. You may contact CertLink by email at firstname.lastname@example.org.