- Interpretation of this Agreement
- “Account” means the account that Prevue or a Distributor opens for you at Prevue Online where you can administer Prevue Assessments to candidates, develop or select Prevue Benchmarks, generate Prevue Reports and manage your candidate data;
- “Account Data” means all candidate information, Prevue Assessments results, and position information that you create and save in your Account;
- “Agreement” means this agreement made between you and Prevue;
- “candidate” means any job applicant or incumbent to whom you choose to administer any of the Prevue Assessments;
- “Distributor” means an authorized Prevue Distributor appointed by Prevue with authority to open and support Accounts at Prevue Online;
- “License” means an unlimited use license described in section 4 of this Agreement;
- “Prevue Assessments” means any one or more of the Prevue Abilities Assessments, the Prevue Interests Assessment, and the Prevue Personality Assessments;
- “Prevue Benchmark” is the profile of a preferred candidate for a particular position represented by the desired range of scores on each of the scales of the Prevue Assessments;
- “Prevue Credits” means the currency used in Prevue Online for assessing candidates, activating Prevue Benchmarks, and ordering Prevue Reports through a Pay-Per-Use Account;
- “Pay-Per-Use Account” means an Account that requires a user to purchase Prevue Credits and use those credits to activate Prevue Benchmarks and obtain Prevue Reports for candidates who are invited by the user to take any of the Prevue Assessments;
- “Prevue Online” means the website at www.prevueonline.com where you can administer Prevue Assessments to your candidates;
- “Unlimited Use Account” means an Account that is designated by Prevue for unlimited use of Prevue Assessments by a user under a License;
- “Prevue Reports” means all the reports that can be generated from Prevue Online from the use of Prevue Assessments from time to time;
- “Services” means the supply to you of the Account, Prevue Credits, Prevue Assessments, Prevue Reports, and all other information, documents, and reports available to you through Prevue Online and any testing or other services provided to you by Prevue from time to time.
- Scope of Agreement
2.2 Prevue Distributor: Where the Services are provided by or through a Distributor with whom you do business, this Agreement will apply notwithstanding the Services are provided in whole or in part by the Distributor.
2.3 Your Acceptance of This Agreement: By using or accessing the Services, you agree to abide by this Agreement without modification by you. If you don't agree, then do not use the Services. If you are entering into the Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to the terms of this Agreement; and in such event, “you” and “your” as used in this Agreement will refer to such entity. If you do not have such authority, or if you or such entity do not agree to the terms and conditions of this Agreement, you may not use the Services.
2.4 Amendments to This Agreement: Prevue may change the terms of this Agreement at any time on a minimum of 30 days’ notice. When changes are made, Prevue will notify you through the user interface in your Account, in an email message, or through such other means as Prevue considers reasonable. If you use the Services after the date the change becomes effective, you consent to the changed terms. If you don't agree to the changes, you must stop using the Services.
- Supply of Account
3.2 Type of Account: When the Account is established it will be identified as one of two types:
- A Pay-Per-Use Account where you can purchase and use Prevue Credits for assessing candidates, requisitioning Prevue Reports for candidates, and activating Prevue Benchmarks for your positions; or
- An Unlimited Use Account where you can assess and requisition Prevue Reports for an unlimited number of candidates and develop an unlimited number of Prevue Benchmarks for your positions during the term of the License.
- Unlimited Use Accounts
4.2 License Term: The License is an annual license (unless otherwise agreed upon in writing by Prevue) that commences on the date agreed upon by you and Prevue and continues for an initial term of one year. The License will automatically renew for successive one-year terms as provided in section 5.4 of this Agreement.
4.3 License Fee: The fee for the annual License is collected and charged in advance and is based on the number of persons in your employ at the date of commencement of the License and each renewal of the License as agreed upon between you and Prevue or a Distributor. The License fee on each renewal will be equal to the fee for the immediately preceding one-year term unless the number of persons in your employ has changed or unless Prevue has given you at least 30 days prior notice of a fee increase.
4.4 License Termination: The License and the supply of the Services will terminate on written notice to you from Prevue if you fail to cure a breach of any of the provisions, terms and conditions of this Agreement within 10 days of receipt of written notice of such breach. Upon termination, Prevue will be entitled to disable access to the Account.
- Fees & Charges
5.2 Sales Taxes. The price for any Services (including any License) is exclusive of all applicable federal, state, provincial, or local sales or value added taxes or levies that will be added to the price for the Services you purchase.
5.3 Your Billing Account: To pay the charges for any Services provided by Prevue, you’ll be asked to provide a payment method at the time you sign up for those Services. You agree to keep your billing information current at all times.
5.4 Automatic Renewal: Provided that automatic renewals are allowed in your country, province, or state, we'll inform you by email at least 15 days before automatically renewing any License granted to you. Once we have informed you that your License will be automatically renewed, we may charge you the then current price for the renewal term. We'll also remind you that we'll bill your chosen payment method for the Services renewal, whether it was on file on the renewal date or provided later. You must cancel the Services before the renewal date to avoid being billed for the renewal.
5.5 Cooling Off Period: When you request a Service from us, you agree that we may begin to provide the Service immediately. You won't be entitled to a cancellation or "cooling off" period, except if the law in your jurisdiction requires a cooling off period.
5.6 Price Changes: We may change the price of the Services at any time and will notify you by email at least 30 days before the price change. If you don't agree to the price change, you must cancel and stop using the Services before the price change takes effect. If there is a fixed term and price for your current Service offer (such as a License) at the time notice is given of a price change, that price change will not become effective until the end of the term of your then current annual license.
5.7 Refund Policies: Unless otherwise provided by law, all purchases are final and non-refundable.
5.8 Late Payments: A late payment fee of 1% per month will be charged on overdue accounts. You must also pay for all reasonable costs we incur to collect any past due amounts including reasonable lawyers' fees and other legal fees and costs.
- Provision of Services
- Comply with Guidelines: You will comply with all guidelines, manuals, directives, or other publications that are available in Prevue Online in regard to the use of your Account, Prevue Assessments, or other Services.
- Use of Services: You will use the Services only for purposes that are permitted: (i) under the terms of this Agreement; and (ii) any applicable law, regulation, or generally accepted practices or guidelines in the relevant jurisdictions in which you conduct business.
- No Interference: You will not engage in any activity that interferes with or disrupts the Services or the servers and networks that are connected to the Services.
- Assessment Data. You acknowledge and agree that Prevue may use assessment or test data collected in your Account for the purpose of conducting norm or other psychometric studies that Prevue considers necessary to confirm the validity, reliability, and fairness of the Prevue Assessments, provided that Prevue will keep confidential the names and other identification information of all candidates included in any such study.
- Confidentiality: To maintain the confidentiality of all Account Data you develop in your Account.
- Indemnity: Notwithstanding any other term of this Agreement, to indemnify and hold you and your officers, directors, employees, and agents harmless from and against any and all claims, demands, cause of action, losses, proceedings, damages, expenses, and judgments arising out of any claim or allegation that any part of the Services, including your use of the Account and Prevue Assessments infringes any third party intellectual property rights.
- Representation and Warranty: Prevue represents and warrants that it is authorized to sell and deliver the Services to you and has all the requisite capacity, power, and authority to execute, deliver, and perform all its obligations under this Agreement.
- Your use or inability to use the Services;
- The cost of procurement of substitute goods and services purchased or obtained or messages received or transactions entered into through or from the Services;
- Unauthorized access to or alteration of your transmissions or data;
- Any other matter relating to the Services, including materials or content you may download, use, modify, or distribute from Prevue Online.
6.4 Disclaimer of Warranties: You expressly understand and agree that except as provided in section 6.2(d):
- Prevue Online and the Account are provided on an “as is” and “as available” basis. Your use of Prevue Online, the Account, or other Services is at your own risk.
- Prevue disclaims all warranties of any kind whether express or implied, including but not limited to, the implied warranties of merchantability or fitness for a particular purpose.
- Prevue makes no warranties regarding the accuracy, reliability, quality, or availability of the Services.
- No advice or information obtained from Prevue or Prevue Online, whether written or oral, will create any warranty not expressly stated in this Agreement.
- The Services will meet your requirements.
- The Services will be uninterrupted, timely, secure, or error-free.
- The quality of any of the Services obtained by you through Prevue Online will meet your expectations.
- Proprietary Rights
7.2 Unless Prevue has agreed otherwise in writing with you, nothing in this Agreement gives you a right to:
- Use any of Prevue’s trade names, trademarks, service marks, logo, domain names and other distinctive brand features;
- Modify, reproduce, duplicate, copy, license, sell, trade or resell the Services for any purpose.
- Modify, reverse engineer, or create derivative works from any of the Services.
8.2 Governing Law: This Agreement will be governed and interpreted according to the laws of the Province of British Columbia, Canada.
8.3 Dispute Resolutions: All disputes arising out of or in connection with this contract will be referred to and finally resolved by arbitration under the International Commercial Arbitration Rules of Procedure of the British Columbia International Commercial Arbitration Centre (“BCICA”). The appointing authority will be the BCICA. The case will be administered by the BCICA in accordance with its Rules. The place of arbitration will be Vancouver, British Columbia, Canada.
8.4 Other: In the event that any of the provisions of this Agreement will be held by a court or other tribunal of competent jurisdiction to unenforceable, such provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Failure of any party to insist upon strict compliance with any of the terms and conditions of this Agreement will not be deemed a waiver or relinquishment of any similar right or power at any subsequent time.