TERMS AND CONDITIONS OF USE

Your use of the Criteria Corp sites, criteriacorp.com and ondemandassessment.com, are governed by these Terms and Conditions of Use ("TCU"). If you do not agree with these TCU or if you do not have the authority to enter into this agreement, then you are prohibited from using these sites and services.

Definitions. The following capitalized terms shall have the following meanings whenever used in this Agreement.

"Licensor" shall mean Criteria Corp, a California corporation whose principal place of business is 9536 Wilshire Blvd. Suite 502 Beverly Hills, CA 90212;
"Service" shall mean Licensor's web-based pre-employment testing services that include criteriacorp.com, ondemandassessment.com, and hireselect.com. In addition, Service also includes the Licensor's proprietary intellectual property and content in addition to Licensor's associated customer service and technical support;
"Licensee" shall mean the individual or individuals who either registered for a free trial of the Service, agreed to purchase the Service, access the Service, or use the Service or its content (except for Test-Takers below);
"Agreement" shall mean these TCU;
"Test-Taker" shall mean an individual who is using the Service solely to take tests under the direction of the Licensee as a job applicant or candidate.
"Licensee Data" shall mean data, information, or material provided or submitted by a Licensee or Test-Taker in the course of using the Service;
"Free Trial" shall mean a fee-free, limited-time use of the Service for purchase consideration only, not to be used with actual job candidates.
"TestMaker Tests" shall mean content that is uploaded to the TestMaker section of the Service by the Licensee or Licensee for use as user-created tests.

License

Licensor hereby grants Licensee a limited, non-exclusive, revocable, non-transferable, and worldwide right to use the Service, for internal business purposes only, in accordance with these TCU.
Individuals and organizations are limited to a single Free Trial and Free Trials are limited to twenty tests. Free Trials shall not be used for new employee, candidate, or job applicant screening purposes without the express written consent and permission of Licensor. Licensor reserves the right to discontinue a Free Trial at any time and for any reason including, but not limited to, excessive testing or questionable testing practices (including the appearance of testing job applicants) during a Free Trial.
Use of the Service by Licensor's competitors is prohibited, except with Licensor's prior explicit written consent. Use of the Service for competitive purposes including but not limited to enhancement of a competitor's service or products or making derivative works is prohibited.

Responsibilities.

Licensee Responsibilities:

Licensee acknowledges and agrees that test scores should be only one element of a comprehensive candidate evaluation process, that familiarity with the Uniform Guidelines on Employee Selection Procedures (UGESP) will help avoid cultural bias and unfair discrimination, and that only job-related selection techniques should be utilized in hiring job candidates.
The Service is priced using algorithms involving estimated usage based upon an accurate Employee count therefore the Licensee shall provide Licensor with complete and accurate billing and contact information, accurate information regarding its number of Employees ("Employee" is hereby defined to include all full-time employees, all part-time employees, all interns, and all independent contractors.)
Licensee agrees to pay all invoices immediately upon receipt, as the Service is a pre-paid subscription service.
Licensee represents and warrants that it is eighteen (18) years of age or older and that all information provided shall be true, accurate, current, and complete, and that it has authority to agree to these TCU.
Licensee shall keep all log-in information secure and confidential and shall use its reasonable best efforts to restrict unauthorized third parties from gaining access to the Service.
Licensee shall notify Licensor immediately of any unauthorized use or any known or suspected breach of security and use all reasonable efforts to stop said breach and to restrict unauthorized third parties from gaining access to the Service.
If Licensee is an employment agency, recruiting firm, consultant, or similar entity; it is Licensee's responsibility to notify Licensor immediately, as a different subscription pricing model must be used when Service is not being used exclusively for internal hiring purposes.
Licensee shall not:

license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Service or its content available to any third party in any way without the express written consent of Licensor; modify or make derivative works based upon the Service or its content without the express written consent of Licensor; reverse engineer or access the Service in order to build a competitive product or service, build a product using similar ideas, features, functions or graphics of the Service, or copy any ideas, features, functions or graphics of the Service as it understands and agrees that in so doing Licensor could be irreparably damaged;
use the Service to 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;
use the Service to send or store material containing malware, software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
interfere with or disrupt the integrity or performance of the Service or the data contained therein; or attempt to gain unauthorized access to the Service.

Test-Taker Responsibilities

Test-Taker agrees that the Service will be used solely for the purpose of taking tests under the direction (and license) of the Licensee.
Test-Taker warrants and represents that he or she will be the person using the Service and that he or she will not have the aid of any other individual, individuals, references, or instruments in completing any of the tests in the Service (unless specifically directed to do so by the Licensee).
Test-Taker agrees to keep all information about test content and items confidential.

Licensee Data.

Licensee shall own data that it uploads to, or that is collected by, the Service under Licensee's account and it shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use Licensee Data in accordance with these TCU.
With the explicit exclusion of personally identifiable Test-Taker information (name and email), Licensee grants to Licensor a transferable, worldwide royalty-free license in perpetuity to use Licensee Data including but not limited to, test data collected by the Service.

5) Copyright and Intellectual Property Ownership.

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 and the Universal Copyright Convention. All content in this site including, but not limited to, video, audio, graphics, text, images, and design are the property of Licensor, or have been licensed to Licensor, and are protected by US and international copyright and trademark laws. Licensee has no ownership of the Service or any of its 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 by these TCU or under applicable law.
Licensor (and its licensors, where applicable) owns all right, title and interest, including all related Intellectual Property Rights in and to Licensor's technology, the Service and its content, and suggestions, ideas, enhancement requests, feedback, recommendations and other information or content provided by Licensee. This Agreement is a license, not a sale, therefore it does not convey any rights other than those specifically provided in these TCU. Licensor's name, logos, and the product names associated with the Service are trademarks of Licensor or third parties, and no rights or license to them are granted to Licensee.

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 "My Settings" personal setup or by sending an "opt out" request email to optout at criteriacorp.com. Licensor retains the right to use email communications due to the nature of online subscription services, e.g., Licensor may occasionally need to notify all users of the Service (whether or not they have opted out) of important announcements regarding the Service.
Payment of Fees.

Licensee agrees to pay all invoices, upon placement of a purchase request or order. The Service sends an invoice by email to the Licensee immediately upon placement of order.
All payment obligations are non-cancelable and all payments are nonrefundable.
Licensee acknowledges and agrees that Licensor has substantial front-loaded costs and expenses (including, but not limited to, promotion, marketing, training, and support), that are included in the pricing of the Service and therefore it is not possible, nor would it be fair to Licensor, to attempt to determine monthly costs using a pro rata calculation; the Service is sold on a pre-paid and non-refundable subscription basis.
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 email to the Licensee. Licensor charges and collects in advance for use of the Service. Pricing terms are confidential, and shall not be disclosed to any third parties.
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 interest during any period of suspension. Licensee agrees that Licensor may charge such unpaid fees to Licensee's credit card or otherwise bill Licensee for such unpaid fees, which charges shall be immediately due and payable.
Licensor reserves the right to impose a $50 reinstatement fee in the event Licensee is suspended for non-payment and thereafter requests access to the Service.
Licensee shall not be required to pay for Free Trials; however Free Trials may be terminated by Licensor at any time, for any reason, and at Licensor's sole discretion.
Licensee acknowledges and agrees that although Licensor will use reasonable efforts to retain all Licensee Data, Licensor has no obligation to retain such data and that such data may be irretrievably deleted if Licensee's account is thirty (30) days or more delinquent.
In the event that the invoice is not paid in full within sixty days of the invoice Due Date, then Licensee agrees to personally accept full financial liability and legal responsibility for payment for the Service.

Term and Termination.

This Agreement commences upon the first use of the Service by the Licensee and expires at the end of either the Free Trial period, the end of the paid subscription term, or sooner in accordance with these TCU. Licensee acknowledges and agrees that although Licensor may use reasonable efforts to retain all Licensee Data, Licensor has no obligation to retain such data, and may delete such data, thirty (30) days after termination.
Subscription pricing for the Service is based upon various algorithms and expectations of testing activity based on Licensee's Employee count. In the event that Licensee's actual testing activity is substantially greater than expectations, Licensor may, at its sole discretion, terminate or adjust pricing for the Service License.
This Agreement may be terminated for cause as defined below.

Any non-payment of Licensee's financial obligation (as reflected by invoice) shall be deemed a material breach of this Agreement.
Any unauthorized use of the Service including, but not limited to, unauthorized use of any Log-In Information with or without Licensee's knowledge shall be deemed a material breach of this Agreement.
Licensor may, in its sole discretion, terminate Licensee's password, access to the Service, and subscription if Licensee breaches or otherwise fails to comply with the TCU.

All representations, warranties, and indemnifications shall survive the expiration or termination of a Service subscription.

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 use reasonable efforts to provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof 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 and will be updated should changes occur.
Licensee represents and warrants that if it uploads TestMaker Tests, it shall have developed or created the materials itself or it shall have obtained all necessary permissions and or licenses to use the material to be included in the TestMaker Test and it fully indemnifies Licensor against any and all claims of copyright infringement or misuse of said materials and content.

Indemnification.

Licensee agrees to indemnify and hold harmless Licensor and its representatives, subsidiaries, affiliates, related parties, officers, directors, employees, agents, independent contractors, advertisers, partners, and co-branders, from any claim or demand, including reasonable legal fees, that may be filed by any third party, arising out of Licensee's:

conduct or connection with the Service,
provision of content including TestMaker tests,
violation of these TCU, or
any other violation.

Disclaimer of Warranties.

Licensee understands and agrees that its use of the Service or its content is at Licensee's own risk. The Service and its content is provided "as is", and Licensor expressly disclaims all warranties of any kind, either implied or express, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.
Licensor makes no warranty, either implied or express, that any part of the Service will be uninterrupted, error-free, virus-free, timely, secure, accurate, reliable, or of any quality, nor is it warranted either implicitly or expressly that any content is safe in any manner for download. Licensee understands and agrees that neither Licensor nor any participant in the Service provides professional advice of any kind and that any advice or any other information obtained via this Service may be used solely at Licensee's own risk, and that the Licensor, its affiliates, licensors, suppliers, advertisers, agents, vendors, or sponsors, nor any directors, officers, employees, consultants, agents, or other representatives will not be held liable in any way.
Some jurisdictions may not allow disclaimers of implied warranties, and certain statements in the above disclaimer may not apply to Licensee as regards implied warranties; the other terms and conditions remain enforceable notwithstanding.
Please note that the use of tests for the diagnostic evaluation of applicant honesty or integrity may be unlawful in certain jurisdictions or subject to other legal restrictions. To the fullest extent of the law, Licensor disclaims all warranties, express or implied including, without limitation, the warranty of fitness for a particular purpose, concerning, among other things, the legality of honesty or integrity testing in any jurisdiction. Before Licensee has applicants take such tests, it is urged to consult an attorney concerning the use of honesty or integrity testing in Licensee's jurisdiction and any specific questions Licensee may have. Licensor shall not be liable to Licensee or anyone else for any consequential, incidental, specific, direct or indirect damages that result from use the Service or of any of its products including, without limitation, any honesty or integrity testing.

Limitation of Liability.

Neither the Licensor nor any of its affiliates, licensors, suppliers, advertisers, agents, vendors, or sponsors, nor any directors, officers, employees, consultants, agents, or other representatives, are responsible or liable for any indirect, incidental, consequential, special, exemplary, punitive, or other damages (including, without limitation, damages for loss of business, loss of data, or lost profits), under any contract, negligence, strict liability, or other theory arising out of or relating in any way or connected to the Service or its content.
In no event will the total, aggregate liability of the Licensor, nor any of its affiliates, licensors, suppliers, advertisers, agents, vendors, or sponsors, nor their directors, officers, employees, consultants, agents, and other representatives arising from, relating to, or connected with the Service or its content, exceed the fees paid to Licensor during the previous four calendar quarters or US$25,000.00, whichever is less.
Licensee acknowledges that Licensor's liability to Licensee for direct loss under arising out of or in any way connected with use of the 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 and regardless of whether such damages arise in contract, tort, under statute, in equity, at law or otherwise shall be limited to $100 for any one incident or $250 for any series of incidents. Licensor shall, in no circumstances, be liable to Licensee under or in connection with Licensee's use of the Service or inability to use the Service for any indirect, punitive, exemplary, incidental, economic or consequential loss whatsoever; loss of revenue; loss of profits; loss of business; loss of goodwill or reputation; loss of use; any deletion, corruption, destruction, loss or removal of data, or any professional charges.
Licensee acknowledges that any reliance on any information or other material contained in this service is entirely at Licensee's own risk and all other warranties, undertakings, conditions and terms, express or implied, whether by common law, statute, custom, trade usage, course of dealings or otherwise (including without limitation as to quality, fitness for purpose, performance or suitability for purpose) in respect of the site are hereby excluded to the fullest extent permitted by law.
Some jurisdictions do not allow for the exclusion of implied warranties or for the limitation of liability for death or personal injury resulting from negligence, so the above may not apply to Licensee.

Compliance with Law.
Licensor controls and operates the Service from the United States of America and it makes no representation that the contents are appropriate or will be available for use in other locations. Unless otherwise explicitly stated, all marketing or promotional materials found on this site and in the Service are solely directed to individuals, companies or other entities located in the United States. If Licensee uses the Service from within the United States, it may not use the Service in violation of applicable U.S. laws and regulations, including U.S. export laws and regulations. If Licensee uses the Service from outside the United States of America, Licensee is solely responsible for compliance with all applicable laws, including local laws, taxes, and permits.
Assignment; Change in Control.
Either party may assign this Agreement and all its rights and obligations, by operation of law or otherwise, without prior written consent of the party provided the assigning party guarantees the performance of and causes the assignee to assume in writing all obligations of the assignor under this Agreement. The rights and obligations of this Agreement shall bind and benefit any successors or assigns of the parties. Notification, thirty (30) days prior to such assignment, must be provided by assigning party.
General.

Any action related to these TCU will be governed by the law of the State of California, without regard to the choice or conflicts of law provisions of any jurisdiction. Licensee agrees to submit to the jurisdiction of the courts located in the State of California, in Los Angeles County, for the resolution of all disputes arising from or related to these TCU or Licensee's use of the Service.
Neither party shall be liable for failure to perform its obligations if such failure is as a result of acts of god (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone service or any other reason where failure to perform is beyond the reasonable control of the non-performing party and not due to its fault or negligence.
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.
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.
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.
No joint venture, partnership, employment, or agency relationship exists between Licensee and Licensor as a result of this Agreement or use of the Service.
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.
These TCU comprise the entire agreement between Licensee/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.