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Additional Terms and Conditions for Assessment Products and Reinforcement Applications.

These Additional Terms and Conditions apply only in respect of assessment products and are in addition to the other terms and conditions applying to the CCF.  In the event of a conflict between the these Additional Terms and Conditions and the main Terms and Conditions, these Additional Terms and Conditions shall control with respect to the assessment products only.

  1. Reservation of Rights.  Each party retains all intellectual property rights and any other rights in connection with their respective websites, software and services and no title to or ownership thereof is transferred to the other party under this CCF. The CCF places no restriction or limitation whatsoever on Company’s right or ability to license the software relating to the assessment product (the “Software”) or the reinforcement application (the “Application”), as the case may be, to other parties.
  2. Payment of Fees.  Notwithstanding anything to the contrary herein, any applicable installation or setup fees (if any) are to be paid in full prior to Client receiving access to the Software or Application. The licence granted is an annual licence contingent upon payment of the annual licence fees. Renewal fees must be received by Company no later than the anniversary date of the then current term to continue Client’s access to the Software or Application. Fees are due and payable regardless of whether client uses the Software or associated services.
  3. Confidential Information.  The definition of “Confidential Information” included in the main Terms and Conditions shall also include the Software and/or Application and all Client data used by Company in providing the Service.
  4. Restrictions.  Client agrees not: (a) to sublicense, transfer or otherwise convey the Software or Application to any third party; (b) to modify or create derivative works of the Software or Application; (c) to reverse engineer, disassemble, or otherwise reduce the Software or Application to human‐readable form; (d) to modify, translate, or create derivative works based on the Software, Application or any Confidential Information provided by Company; (e) to provide, disclose, divulge or make available to, or permit use of the Software or Application by persons other than Licensee’s employees (f) to use or copy the Software or Application except as expressly authorised under this CCF; (g) to remove any proprietary notices or labels on the Software or Application; or (h) to attempt to access any software hosted and served by Company or its contractor’s computers except for the Software or Application (unless permitted under another valid agreement or consented to in writing by Company).
  5. Terms of Use.  The use of the Software or Application shall be subject to the terms of any end‐user licence agreement, terms of use and/or privacy policy, if any, included in the Software or Application.
  6. Licence Term.  The licence term with respect to a user licence to the Software or Application shall commence on the date of activation of access to such Software or Application and shall expire on the date indicated on this Client Confirmation Form.  If no expiration date is specified, then the licence shall expire one year following activation.
  7. Warranty.  Company warrants that, as of the date of this CCF, the Software and/or Application does not infringe any third-party patent, copyright or trade secret. Company shall defend and indemnify Client from any third-party claim that the Software and/or Application infringes any patent, copyright or trade secret provided that: (a) Client promptly notifies Company of the claim; (b) Company has sole control over the defence and settlement of the claim, and (c) Client complies with any settlement or court order made in connection with the claim.
  8. Disclaimer of Additional Warranties; Limitation of Liability.  COMPANY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Company shall not be responsible for Client’s use of any information generated from the assessments, including the results thereof. SECTION 13 (LIMITATION OF LIABILITY) OF THE MAIN TERMS AND CONDITIONS APPLIES IN FULL TO ASSESSMENT PRODUCTS AND IS NOT MODIFIED BY THIS EXHIBIT A.