IMPORTANT - READ THESE TERMS AND CONDITIONS

MASTER SUBSCRIPTION AGREEMENT

IMPORTANT - READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THE PRODUCT/SERVICE OR ACCESSING CONTENT ON THIS WEBSITE. BY ACCESSING THE PRODUCT/SERVICE AND/OR THE CONTENT CONTAINED THEREIN, YOU ACKNOWLEDGE AND REPRESENT THAT YOU ARE AN AUTHORIZED USER; THAT YOU HAVE READ THIS AGREEMENT; THAT YOU UNDERSTAND IT; AND THAT YOU AGREE TO BE BOUND BY ALL ITS TERMS.

TERMS AND CONDITIONS OF USE

BY USING ANY OF THE CRITERIA CORPORATION WEBSITE(S), INCLUDING BUT NOT LIMITED TO ONDEMANDASSESSMENT.COM, YOU AGREE TO ALL OF THE FOLLOWING TERMS AND CONDITIONS THEREFORE YOU SHOULD READ IT COMPLETELY AND THOROUGHLY. YOUR USE OF THIS SITE CONSTITUTES YOUR ACKNOWLEDGEMENT, UNDERSTANDING, AND AGREEMENT TO STRICTLY ABIDE BY AND BE LEGALLY BOUND BY ALL OF THESE TERMS AND CONDITIONS OF USE. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS OF USE OR IF YOU DO NOT HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT, THEN YOU DO NOT HAVE THE RIGHT TO USE THIS SERVICE OR THE WEBSITE(S) AND YOU ARE PROHIBITED FROM USING THEM.

Definitions.
The following capitalized terms shall have the following meanings whenever used in this Agreement.
1. "Licensor" shall mean Criteria Corporation, whose principal place of business is 10474 Santa Monica Blvd., Suite 302, Los Angeles, CA 90025.
2. "Licensee" shall mean, you the user and if you are entering into this Agreement on behalf of a legal entity, all users from that entity as well.
3. "Test Taker" shall mean you, if you are an individual, job applicant, potential employee, or employee using the system solely for the purposes of taking online test(s) but not the individual or entity that has licensed the Service for pre-employment, retention, or similar purposes. A Test Taker shall abide by all terms and conditions as those of the Licensee except it is understood that he or she has not purchased (or is not purchasing) a license to the Service for said purposes.
4. "Agreement" shall mean, collectively, these terms and conditions, invoice terms and conditions, hard copy order forms, and online order forms;
5. "Service" shall mean the Licensor's website(s) and the online service, including offline services such as customer and technical support
6. "Content" shall mean the audio and visual information, documents, software, products and services contained or made available to Licensee in the course of using the Service;
7. "Licensee Data" shall mean all data, information and material provided or submitted by Licensee to the Service in the course of using the Service;
8. "Intellectual Property Rights" shall mean all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
9. "Initial Term" shall mean the initial period during which Licensee is obligated to pay for the Service equal to the billing frequency selected by Licensee during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter);
10. "Log-In Information" shall mean user names and passwords used to access the Service;
11. "Free Trial Subscription" shall mean a fee-free, limited-time subscription for purchase consideration only.
License
1. Licensor hereby grants Licensee a limited, non-exclusive, revocable, non-transferable, worldwide right to use the Service, for internal business purposes only. Licensor and its licensors reserve all rights not expressly granted in this Agreement.
2. Use of the Service by Licensor's direct competitors is prohibited, except with Licensor's prior written consent.
3. Use of the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes are prohibited.
4. Licensee shall not:
  1. license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Service or the Content available to any third party in any way;
  2. modify or make derivative works based upon the Service or the Content;
  3. create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or
  4. reverse engineer or access the Service in order to
    1. build a competitive product or service,
    2. build a product using similar ideas, features, functions or graphics of the Service, or
    3. copy any ideas, features, functions or graphics of the Service.
  5. send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights;
  6. send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
  7. interfere with or disrupt the integrity or performance of the Service or the data contained therein; or
  8. attempt to gain unauthorized access to the Service or its related systems or networks.
Responsibilities.
1. Licensee is responsible for all its activity occurring under this License.
2. Licensee shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with use of the Service.
3. Licensee indemnifies Licensor against Licensee's misuse or abuse of the Service.
4. Licensee shall notify Licensor immediately of any unauthorized use or any known or suspected breach of security, notify Licensor immediately, and use all reasonable efforts to stop any known or suspected copying or distribution of Content.
5. Licensee shall not allow an unauthorized third party to gain access to the Service.
6. Licensee shall keep all Log-In Information confidential, and it may only be used by Licensee.
Licensee Data.
Licensee shall own all data that it uploads to, or that is collected by, the System under Licensee's account. Licensee shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Licensee Data. Licensor shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Licensor reserves the right to withhold, remove and/or discard Licensee Data without notice for any breach, including, without limitation, non-payment. Licensee's right to access or use Licensee Data immediately ceases, and Licensor shall have no obligation to maintain or forward any Licensee Data in the event of termination for cause. Licensee grants to Licensor a transferable, worldwide royalty-free license in perpetuity to keep and use all Licensee Data including, but not limited to, test data collected by the System, with the explicit exception of personally identifiable information such as name and address.
Copyright.
All rights granted are in accordance with the patent and copyright laws of the United States of America and International copyright laws as protected by the Berne Convention.

All materials in this site including, but not limited to, video, audio, graphics, text, images, and design ("Content") are the property of Licensor, or have been licensed to Licensor, and are protected by international copyright and trademark laws. Licensee has no ownership of the Content. Licensee may not copy, display, create derivative works from, transmit, perform, modify, display, or sell any information, products or services obtained from this site, except as expressly permitted under applicable law or as described in these Terms and Conditions.
Intellectual Property Ownership.
Licensor (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to Licensor's Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Licensee or any other party relating to the Service. This Agreement is not a sale and does not convey to Licensee any rights of ownership in or related to the Service, Licensor's Technology or the Intellectual Property Rights owned by Licensor. Licensor's name, Licensor's logos, and the product names associated with the Service are trademarks of Licensor or third parties, and no right or license is granted to use them.
Privacy Policy.
Licensor's privacy policy may be viewed at http://www.criteriacorp.com/privacy.htm. Licensor reserves the right to modify its policies in its reasonable discretion from time to time. Licensees may opt out of receiving marketing communications by changing their preference in their Personal Setup or by sending an "opt out" request email to .

Due to the nature of online subscription services, Licensor occasionally may need to notify all users of the Service (whether or not they have opted out) of important announcements regarding the Service.
Payment of Fees.
1. Licensee shall pay all fees and invoices in accordance with Licensor's payment terms listed on its invoices. All payment obligations are noncancelable and all amounts paid are nonrefundable. Licensor reserves the right to modify its fees and to introduce new charges at any time, upon at least 30 days prior notice to Licensee, which notice may be provided by e-mail. Licensor charges and collects in advance for use of the Service. Licensor's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Licensee shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Licensor's income. All pricing terms are confidential, and shall not be disclosed to any third parties.
2. Licensee agrees to provide Licensor with complete and accurate billing and contact information. This information shall include Licensee's legal entity name, street address, e-mail address, and name and telephone number of an authorized billing contact. Licensee agrees to update this information within thirty days of any changes.
3. Licensor reserves the right to suspend or terminate this Agreement and Licensee access to the Service in the event that the account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Licensee will continue to be charged for during any period of suspension. If Licensee or Licensor initiates termination of this Agreement, Licensee will be obligated to pay the balance due on Licensee's account. Licensee agrees that Licensor may charge such unpaid fees to Licensee's credit card or otherwise bill License for such unpaid fees.
4. Licensor reserves the right to impose a reinstatement fee in the event Licensee are suspended and thereafter request access to the Service. Licensee agrees and acknowledge that Licensor has no obligation to retain Licensee Data and that such Licensee Data may be irretrievably deleted if Licensee's account is 30 days or more delinquent.
5. Licensee shall not be required to pay fees for Free Trial Subscriptions, however Free Trial Subscriptions may be terminated by Licensor at any time and at Licensor's sole discretion.
Termination upon Expiration.
This Agreement commences upon the first use of the Service by the Licensee. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Licensor's then current fees. Either party may terminate this Agreement by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. Licensee agrees and acknowledges that Licensor has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
Termination for Cause.
Any breach of Licensee's payment obligations or unauthorized use of Licensor's Service shall be deemed a material breach of this Agreement. The unauthorized use of any Log-In Information, either with or without Licensee's knowledge, shall be deemed a breach of this Agreement, and may constitute a violation of Licensee's copyrights. User is responsible for maintaining the security and confidentiality of all Log-In Information, and for preventing access to the Product and/or the Content by unauthorized persons. Unauthorized access to or use of the Product and/or the Content by someone using User's Log-In information may be attributed to User. Licensor, in its sole discretion, may terminate Licensee's password, account or use of the Service if Licensee breaches or otherwise fails to comply with this Agreement. In addition, Licensor may terminate a free account at any time in its sole discretion. Licensee agrees and acknowledges that Licensor has no obligation to retain the Licensee Data, and may delete such Licensee Data, if Licensee has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
Representations and Warranties.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Licensor represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Licensor help documentation under normal use and circumstances. Licensee represents and warrants that it has not falsely identified itself nor provided any false information to either gain access to the Service or to obtain lower tiered subscription fees and that all information provided is correct.
Indemnification.
1. Licensee covenants and agrees that it shall indemnify and hold Licensor, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:
  1. a claim alleging that use of the Licensee Data infringes the rights of, or has caused harm to, a third party;
  2. a claim, which if true, would constitute a violation by Licensee or Licensee's representations and warranties; or
  3. a claim arising from the breach by Licensee of this Agreement, provided in any such case that Licensor
    1. gives written notice of the claim promptly to Licensee;
    2. gives Licensee sole control of the defense and settlement of the claim (provided that Licensee may not settle or defend any claim unless Licensee unconditionally releases Licensor of all liability and such settlement does not affect Licensor's business or Service);
    3. provides to Licensee all available information and assistance; and
    4. has not compromised or settled such claim.
2. In the event Licensee is financially unable to fulfill these obligations or fails to do so, Licensor may defend such claims, proceedings or suits, and any and all expenses incurred in connection therewith by Licensor, including attorney's fees, or judgments recovered against Licensor arising therefrom.
Disclaimer of Warranties.
LICENSOR AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. LICENSOR AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT:
1. THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA,
2. THE SERVICE WILL MEET LICENSEE REQUIREMENTS OR EXPECTATIONS,
3. ANY STORED DATA WILL BE ACCURATE OR RELIABLE,
4. THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY LICENSEE THROUGH THE SERVICE WILL MEET LICENSEE'S REQUIREMENTS OR EXPECTATIONS,
5. ERRORS OR DEFECTS WILL BE CORRECTED, OR
6. THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO LICENSEE STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY LICENSOR AND ITS LICENSORS.
7. IN NO EVENT SHALL LICENSOR, ITS AFFILIATES OR CONTENT PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE USE, INABILITY TO USE, AUTHORIZED USE, PERFORMANCE OR NONPERFORMANCE OF THIS SITE, EVEN IF LICENSOR WAS PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT, UNDER STATUTE, IN EQUITY, AT LAW OR OTHERWISE.
8. LICENSOR SHALL NOT BE LIABLE FOR ANY DELAY OCCASIONED BY AN ACT OF GOD OR THE PUBLIC ENEMY, OR; BY RIOT, INSURRECTION, STRIKES, LABOR DISPUTES, OR ANY FAILURE OR DELAY BY ANY INTERNET SERVICE PROVIDER, INTERNET CONTENT DELIVERY SERVICE OR AGENCY FOR ANY ACT, DELAY, OR OMISSION DUE TO THEIR NEGLIGENCE.
9. LICENSOR'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. LICENSOR SHALL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, LOSS OF DATA, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
Limitation of Liability.
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM LICENSEE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Additional Rights.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to Licensee.
Local Laws and Export Control.
1. This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. Licensee acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, Licensee represents and warrants that Licensee is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. Licensee agrees to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
2. This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000
3. Licensor and its licensors make no representation that the Service is appropriate or available for use in other locations. If Licensee uses the Service from outside the United States of America, Switzerland and/or the European Union, Licensee is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.
Notice.
Licensor may give notice by means of a general notice on the Service, electronic mail to Licensee's e-mail address on record in Licensor's account information, or by written communication sent by first class mail or pre-paid post to Licensee's address on record in Licensor's account information. 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). Licensee may give notice to Licensor (such notice shall be deemed given when received by Licensor) at any time by any of the following: letter sent by confirmed facsimile to Licensor at the following fax number (310) 388-5430; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Licensor at the following addresses (whichever is appropriate): Criteria Corporation, 10474 Santa Monica Blvd., Suite 302, Los Angeles, CA 90025, addressed to the attention of: President.
Modification.
Licensor reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. Licensee is responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Licensee's consent to such changes.
Assignment; Change in Control.
This Agreement may not be assigned by Licensee without the prior written approval of Licensor but may be assigned without Licensee's consent by Licensor to
1. (i) a parent or subsidiary,
2. (ii) an acquirer of assets, or
3. (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of Licensee that results or would result in a direct competitor of Licensor directly or indirectly owning or controlling 50% or more of Licensee shall entitle Licensor to terminate this Agreement for cause immediately upon written notice.
Rule of Construction.
Licensee is advised to have its legal counsel review this Agreement prior to acceptance and agreement. As such, the rule of construction that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or of any modifications amendments or exhibits to this Agreement.
General.
1. With respect to U.S. Customers, this Agreement shall be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles, California.
2. Licensee shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with use of the Service.
3. With respect to Non-U.S. Customers, this Agreement shall be governed by the laws of Switzerland, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of Switzerland.
4. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
5. No joint venture, partnership, employment, or agency relationship exists between Licensee and Licensor as a result of this agreement or use of the Service.
6. The failure of Licensor to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Licensor in writing.
7. This Agreement, together with any applicable Order Form, comprises the entire agreement between Licensee and Licensor and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.