IMPORTANT
– READ CAREFULLY BEFORE CLICKING THE “ACCEPT”
BUTTON
TERMS AND
CONDITIONS: RULES AND POLICIES FOR ACT® WORKKEYS
ESTIMATOR
BY
SELECTING “I AGREE,” CUSTOMER INDICATES ITS ACKNOWLEDGEMENT AND
ACCEPTANCE TO THE FOLLOWING TERMS AND CONDITIONS. IF CUSTOMER DOES NOT AGREE TO
THE FOLLOWING TERMS AND CONDITIONS, DO NOT PROCEED WITH ORDERING OR USING THE
WORKKEYS ESTIMATOR.
Agreement: These ACT
WorkKeys Estimator Terms and Conditions are the terms of a binding legal
Agreement (“Agreement”) between the party agreeing to this Agreement
(“Customer”) who will use ACT® WorkKeys Estimator;
(“WorkKeys Estimator”) and ACT Education Corp. (“ACT”), a corporation
having a principal place of business at 500 ACT Drive, Iowa City, IA 652243
(“ACT”) This Agreement applies to the Customer’s use of
WorkKeys Estimator. Please read this Agreement carefully. By selecting “I
Agree” and using WorkKeys Estimator, the Customer expressly agrees to the
terms of this Agreement.
Summary of
Product: WorkKeys
Estimator® (“Product”) is a
step-by-step process used to estimate the WorkKeys skill and skill level
requirements needed for entry into and effective performance in training
programs, career and technical education programs, apprenticeship programs, and
jobs at small employers as defined by the Uniform Guidelines for Employee
Selection Procedures.
Customer
Access to Product: The Customer may
only give access to WorkKeys Estimator materials to people participating in the
WorkKeys Estimator process as “Coordinator,”
“Management,” or as an “Expert.”
ACT
Intellectual Property Rights: WorkKeys Estimator
is a proprietary product and service of ACT and is protected by federal and
international copyright laws. Any authorized copy of the WorkKeys Estimator made
by the Customer: (a) will remain the exclusive property of ACT; (b) will
be subject to this Agreement; and (c) must include all copyright or other
intellectual property rights notices contained in the original.
ACT owns the Product,
including but not limited to, paper based or online documents, related
materials, publications, data, reports, documentation, trademarks and all
associated intellectual property rights, including any and all derivatives or
modifications created during the term of this Agreement (collectively, the
“ACT Materials”). Except as expressly granted herein, Customer does
not acquire any right, title, or interest in or to the ACT Materials. Customer
shall not copy, modify, enhance, reverse engineer, or make any addition to the
ACT Materials. Customer may not sell or otherwise transfer the ACT Materials to
any other person. Customer may not (a) use the ACT Materials for any other
purpose, (b) assign, license, sell, loan, lease, or otherwise transfer the ACT
Materials in whole or in part, (c) copy, or allow anyone else to copy, in whole
or in part, the ACT Materials, or (d) modify, reverse engineer, decompile, or
disassemble the ACT online system or Materials.
ACT may pursue all
available civil and criminal remedies if its intellectual property rights are
violated, including.
Customer
Representations and Warranties: By selecting
“I Agree” and by using WorkKeys Estimator, the Customer
represents and warrants to ACT that: (1) the information it provided to ACT is
true and accurate; (2) that Customer agrees to be bound by, and will comply
with, this Agreement and ACT policies for WorkKeys Estimator; and (3) Customer
will only use WorkKeys Estimator Outputs (the “Outputs”) in
conjunction with ACT WorkKeys® assessments.
Limitations
of WorkKeys Estimator: WorkKeys Estimator
is a product designed to help the Customer identify WorkKeys skills and
skill levels that may be relevant to the Customer’s use. Thus,
WorkKeys Estimator is only compatible with the ACT WorkKeys assessments and not
with other assessments created by competitors of ACT. The Customer shall
only use WorkKeys Estimator in conjunction with the ACT WorkKeys assessments.
The Customer shall not use WorkKeys Estimator for any purpose that is to
ACT’s detriment or commercial disadvantage, such as to resell ACT’s
confidential information or WorkKeys Estimator material without ACT’s
prior written permission.
Limitations
of WorkKeys Estimator Outputs: The Outputs, which
are a determination of the levels of achievement on the ACT WorkKeys assessments
and created by using WorkKeys Estimator are only compatible when used in
conjunction with ACT WorkKeys assessments, and not with other assessments
created by competitors of ACT. The Customer shall only use the Outputs in
conjunction with the ACT WorkKeys assessments. The Customer shall not use
the Outputs for any purpose that is to ACT’s detriment or commercial
disadvantage, such as to share and use the Outputs with competitors of
ACT.
ACT WARRANTY
DISCLAIMER: EXCEPT AS SET
FORTH IN THIS AGREEMENT, ACT EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS,
WARRANTIES AND CONDITIONS OF ANY KIND OR NATURE, EXPRESS OR IMPLIED AND THOSE
ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE OF
TRADE.
Privacy
Policy and Notice of Collection of Personally Identifying
Information: The parties
acknowledge and agree that ACT may use and disclose the data collected from the
use of WorkKeys Estimator, as set forth in ACT’s Privacy Policy available
at www.act.org/privacy, as amended from time to
time. When
the
Customer uses WorkKeys Estimator, it consents to the ACT Privacy Policy,
which is incorporated into this Agreement by reference.
Relationship
of the Parties:
The
parties to this
Agreement are independent contractors. Neither party shall have the right
or authority or shall hold itself out to have the right or authority to bind the
other party, nor shall either party be responsible for the acts or omissions of
the other.
Force
Majeure: ACT shall not be liable
to Customer for any delay or failure to perform, which delay or failure is due
to causes or circumstances beyond its control, including, without limitation,
the actions of Customer, national emergencies, fire, flood, inclement weather,
epidemics, or catastrophe, acts of God, governmental authorities, or parties not
under the control of ACT, insurrection, war, riots, or failure of
transportation, communication, or power supply. ACT shall exercise commercially
reasonable efforts to mitigate the extent of the excusable delay or failure and
its adverse consequences; provided, however, that should any such delay or
failure continue for more than sixty (60) days, the Agreement may be terminated
by either the party upon notice to the other.
Termination
and Cancellation: Either party may
terminate this Agreement upon written notice to the other party in the event
that other party breaches its obligations under this Agreement and fails to cure
such breach within thirty (30) days after receiving written notice of such
breach. This Agreement may also be terminated without cause at any time by
either party giving thirty (30) days written notice to the other. Upon the
expiration or termination of this Agreement, the obligations set forth in the
following provisions of the Agreement shall survive: ACT Intellectual Property
Rights, and ACT Warranty Disclaimer.
Assignment: This Agreement
may not be assigned by Customer without the express prior written consent of
ACT. No permitted assignment shall relieve Customer of its obligations
under the Agreement.
No Third
Party Beneficiaries: The parties agree that
there are no third party beneficiaries to this Agreement and that no third party
shall be entitled to assert a claim against either of the Parties based upon
this Agreement.
Severability;
Headings; Governing Law: Should any provision of
this agreement be held by a court to be unenforceable, such provision shall be
modified by the court and interpreted so as to best accomplish the objectives of
the original provision to the fullest extent permitted by law, and the remaining
provisions of the Agreement shall remain in full force and effect.
Headings used in the Agreement are for reference purposes only and shall not
affect the meaning or interpretation of this Agreement. This Agreement
shall be governed by the laws of the State of Iowa.
Entire
Agreement: This Agreement, including
all incorporated or referenced DOS, constitutes the entire agreement between the
parties with respect to the Assessments and Services and supersedes all other
prior agreements and understandings, both written and oral. The terms and
conditions contained in this Agreement are the only conditions applying to the
delivery of the Assessments and Services. Except as may be incorporated in a
DOS, ACT expressly objects to and rejects any different or additional terms
included in Customer's request for proposal, quotation, purchase order,
acknowledgment form, or other documents that purport to bind the parties.
Certain Assessments and Services may be subject to additional or different
terms and conditions, which are set forth in the DOS. No waiver, consent,
modification, or amendment to this Agreement shall be binding unless in writing
and signed by both parties
Changes to
These Terms and Conditions: These Terms and
Conditions are subject to change for security reasons, reasons related to
changes in applicable laws, or other reasons. When these Terms and Conditions
change, ACT will post the revised Terms and Conditions at www.act.org. The
Customer agrees to be bound by such posted Terms and Conditions. The
Customer agrees to check for revised Terms and Conditions prior to using
WorkKeys Estimator.
All ACT policies
referenced in this Agreement, including the ACT Privacy Policy
(www.act.org/privacy), are part of this Agreement and are binding on the
Customer, so it should review them carefully. Any questions should be
directed to the Industrial-Organizational Psychology Department (jpanswers@act.org or 319-337-1724) in
advance of using WorkKeys Estimator.
