Effective Date: 1 January 2010
Welcome to our Web site. By using our site, you are agreeing to comply with and be bound by the following Terms and Conditions (“Agreement”) with respect to testing and other services (“Services”) through the ExSel Site (“Site”). This Agreement applies to client employees and authorized contracted representatives of the client (“Client Users”) and job seekers or other individuals who are asked to complete tests or questionnaires (“Test Takers”). Please review the following terms carefully. If you do not agree to these terms, you should not use this Site. The terms “LIMRA's Assessment Hub", "ExSel", “us”, or “our” refers to LL Global, Inc., the legal name of the owner of the Web site. The term “you” refers to Client Users and Test Takers, unless otherwise specified. The term “Subscribing Organization” refers to a business or other entity that retains our Services and directs Client Users or Test Takers to this Site to use our Services.
1. Acceptance of Agreement
You agree to the terms and conditions outlined in this Agreement. You further agree that by accepting the terms and conditions outlined in this Agreement, you are binding yourself to this Agreement in the same way as if you were signing a contract.
Subject to Section 10 of this Agreement, this Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, products or services provided by or through the Site, and the subject matter of this Agreement.
2. License and Restrictions on Use
You are granted a revocable, nonexclusive, nontransferable, limited license to access and use the Services from time to time for business purposes only. This license includes:
• The right for Test Takers to take tests required by a Test Taker’s employer, potential employer, or an employer for whom a Test Taker is interested in working and to have the results of those tests, including scores and actual answers submitted, reported to an employer or potential employer.
• The right for Client Users to access test results and other information submitted by Test Takers only on behalf of such Client Users’ Subscribing Organization.
• The right for Client Users to print out test results and other information submitted by Test Takers in connection with a Test Taker’s use of the Services.
Use of the Service by LIMRA’s direct competitors is prohibited, except with LIMRA’s prior written consent.
Use of the Service for purposes of monitoring its availability, performance, or functionality, or for any other competitive purposes is prohibited.
You shall not:
• modify or make derivative works based upon the Service of the content; reverse engineer or access the Service for any business or personal purpose;
• send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; send or store material containing viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs;
• interfere with or disrupt the integrity or performance of the Services or the content thereof;
• gain or attempt to gain unauthorized access to the Services or its content; or
• engage in any other activity deemed by LIMRA to be in conflict with the intent of this Agreement or the Services.
You may not use test questions, formats, trademarks, or any other materials or intellectual property that belongs to LIMRA or is made available through the Site by LIMRA for any purpose other than for taking tests or administering the testing process.
You are responsible for all of your activity occurring under this Agreement. You must abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with your use of this Service. You must notify us immediately of any actual or attempted unauthorized use or access or breach of the security of the Services.
3. Intellectual Property
The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights and all right, title, and interest in the Services belong to us or our third-party suppliers of materials. Copying, redistribution, use, or publication by you of any such matters or any part of the Site, except as allowed by this Agreement, is strictly prohibited. You do not acquire ownership rights to any content, document, or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials. Some of the content on the site is the copyrighted work of third parties.
“LIMRA's Assessment Hub", "ExSel", and others are our service marks or registered service marks or trademarks. Other product and company names mentioned on the Site may be trademarks of their respective owners.
You may not use the Services in any fashion that infringes the copyrights, service marks, trademarks, or other intellectual property rights therein. You may not remove or obscure the copyright or other notices contained in materials retrieved through the Services.
4. Access to the Services
Only Client Users and Test Takers authorized by the Subscribing Organization may access and use the Services. Access to the Services may be limited by separate agreement with subscribing organizations.
You may not use an identification number, account number, or any other authorization code to access the Services outside the country for which it was issued.
You agree that the Services may be inaccessible or inoperable at any time and for any reason, including, but not limited to, (a) equipment malfunctions; (b) periodic maintenance procedures or repairs which we may undertake from time to time; (c) causes beyond the control of LIMRA or which are not reasonably foreseeable by LIMRA; or (d) at other times at LIMRA’s sole discretion.
5. Linking to the Site
You may provide links to the Site, provided (a) that you do not remove or obscure, by framing or otherwise, advertisements, the copyright notice, or other notices on the Site, (b) your site does not engage in illegal or pornographic activities, and (c) you discontinue providing links to the Site immediately upon request by us.
6. LIMITED WARRANTY
We represent and warrant that we have the right and authority to make the Services available pursuant to this Agreement.
EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, THE SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS AND WE AND ANY THIRD-PARTY SUPPLIER OF MATERIALS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, WE DO NOT REPRESENT OR WARRANT THAT THE SITE WILL BE ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. WE MAY MAKE CHANGES TO THE FEATURES OR FUNCTIONALITY OF THE SITE AT ANY TIME.
7. Indemnification
You agree to indemnify, defend, and hold us and our partners, agents, officers, directors, employees, subcontractors, successors, assigns, third-party suppliers of information and documents, advertisers, product and service providers, and affiliates (collectively, “Affiliated Parties”) harmless from any liability, loss, claim and expense related to your violation of this Agreement or use of the Site, including for damages resulting from the inaccessibility or inoperability of the Services or this site.
IN NO EVENT SHALL LIMRA OR ANY THIRD-PARTY SUPPLIER OF MATERIALS BE LIABLE TO YOU FOR ANY PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES RELATED TO YOUR USE OF THE TESTS, SERVICES, OR BREACH OF THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURING. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL WE BE LIABLE FOR LOST PROFITS, LOSS OF USE, OR ANY CLAIMS BY CLIENT USERS, TEST TAKERS, OR OTHERS CONCERNING THE USE OF THE TESTS OR SERVICES.
8. Nontransferable
Your right to use the Site is not transferable or assignable. Any password or right given to you to obtain information or documents is not transferable or assignable.
9. Privacy Policy
Our
Privacy Policy, as it may change from time to time, is incorporated by reference and is hereby a part of this Agreement.
10. Conflict of Agreement
Notwithstanding the provisions in Section 1, in the event that a term of this Agreement conflicts with any Licensing Agreement between the subscribing organization and LIMRA, the Licensing Agreement executed by the subscribing organization shall have control over this online Agreement.
11. Notice
We may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record with us, or by written communication sent by first class mail or pre-paid post to your address on record with us. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give us notice at any time by letter delivered by nationally recognized overnight delivery service or first class postage pre-paid mail to LIMRA at:
LIMRA
Attention: Assessment Solutions Group
300 Day Hill Road
Windsor, CT 06095
U.S.A.
12. Termination
We reserve the right, in our sole discretion and without notice, at any time and for any reason, (a) to remove, suspend, or disable access to all or any portion of the Services; (b) to terminate any license granted herein; or (c) to terminate this Agreement.
13. Miscellaneous
This Agreement may be changed from time to time as described below or by written agreement. Provisions may be changed by us without specific notice to you. The latest Agreement will be posted on the Site and the effective date shall be identified. You should review the current Agreement prior to using the Site. Your access may be terminated or suspended immediately upon notice to us if any change is unacceptable. Continued use of the Services following any change constitutes acceptance of the change.
We or the Subscribing Organization may terminate your access to the Services. The effective date of termination for other purposes shall be ten days after receipt of an appropriate notice of termination. We may immediately suspend or terminate your access without notice in the case of actual or suspected misuse of the Services or other breach of this Agreement.
The failure by LIMRA or third-party providers to enforce any provision hereof shall not constitute nor be construed as a waiver of such provision or of the right to enforce it at a later time.
This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut. Venue of any legal action related to this Agreement or any Services shall be in the Superior Court of Connecticut or the Federal District Court for the District of Connecticut. By agreeing to this Agreement and using these Services, you expressly submit to the personal jurisdiction of the above-mentioned courts.
Each third-party supplier of materials has the right to assert and enforce these provisions directly on its own behalf as a third-party beneficiary.
Any provision of this Agreement which is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.