TERMS AND CONDITIONS OF USE

HireSelect® is a web-based pre-employment testing service developed and administered by Criteria Corp, a California corporation.

IMPORTANT: YOUR USE OF THE CRITERIA CORPORATION SITE(S), CRITERIACORP.COM AND ONDEMANDASSESSMENT.COM, ARE GOVERNED BY THESE TERMS AND CONDITIONS OF USE ("TCU"). THESE TCU ARE A LEGAL AGREEMENT BETWEEN YOU AND CRITERIA CORP AND CAN ONLY BE MODIFIED WITH CRITERIA CORP'S EXPRESS WRITTEN CONSENT. YOU SHOULD READ ALL THESE TCU COMPLETELY AND THOROUGHLY BEFORE USING THE SERVICE, PRODUCT, OR ACCESSING CONTENT ON THIS WEBSITE. IF YOU ARE UNCERTAIN ABOUT ANY OF THESE TCU, IT IS RECOMMENDED THAT YOU HAVE YOUR ATTORNEY OR LEGAL COUNSEL REVIEW THEM PRIOR TO YOUR USE OF THIS SITE AS YOUR CONTINUED USE INDICATES AND CONSTITUTES YOUR ACKNOWLEDGEMENT, UNDERSTANDING, AND AGREEMENT TO ABIDE BY AND TO BE LEGALLY BOUND BY ALL OF THESE 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.

  1. Definitions. The following capitalized terms shall have the following meanings whenever used in this Agreement.
    1. "Licensor" shall mean Criteria Corp, a California corporation whose principal place of business is 10780 Santa Monica Blvd., Suite 405, Los Angeles, CA 90025;
    2. "Master Licensee" shall mean the individual or individuals who initiated contact with Criteria Corp and began a free trial or the individual who authorized or agreed to purchase a HireSelect® subscription for himself or herself or on behalf of an organization. This includes the individuals named in both the Account Information and Billing Information Form;
    3. "Licensee" shall mean, the Master Licensee, and any individual, job applicant, candidate, potential employee, consultant, advisor, part or full-time employee, intern or independent contractor including, but not limited to, one who is using the system solely for the purposes of taking online test(s) and, if you are entering into this Agreement on behalf of a company or other legal entity, all users from that organization as well;
    4. "Agreement" shall mean these TCU, invoice terms and conditions, and online order forms;
    5. "Service" shall mean Licensor's website(s), the HireSelect® online service, OnDemandAssessment.com testing, subscription, and other services including, but not limited to, customer service and technical support;
    6. "Test-Taker" shall mean an individual who is using the Service, solely to take tests under the direction of a Master Licensee.
    7. "Content" shall mean the audible, visual, or textual information, documents, software, products, and services contained or made available to Licensee in the course of using the Service;
    8. "Licensee Data" shall mean any and all data, information and material provided or submitted by a Licensee to the Service in the course of using the Service;
    9. "Intellectual Property Rights" shall mean all copyrights, trademarks, service marks, trade names, domain name rights, unpatented inventions, patent applications, patents, design 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 throughout the universe;
    10. "Log-In Information" shall mean user names and passwords used to access the Service; and
    11. "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.
    12. "TestMaker Tests" shall mean content that is uploaded to the TestMaker section of the Service by the Master Licensee or Licensee for use as user-created tests.
  2. License
    1. 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.
    2. Individuals and organizations are limited to a single Free Trial and Free Trials are limited to twenty tests. Free Trials shall not to 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 (e.g., appearance of testing applicants) during a Free Trial.
    3. Use of the Service by Licensor's competitors is prohibited, except with Licensor's prior 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.
  3. Responsibilities.
    1. Master Licensee and Licensee Responsibilities:
      1. Both Master Licensee and Licensee shall be responsible for all their activity occurring under this License.
      2. Both Master Licensee and Licensee acknowledge and agree 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.
      3. Both Master Licensee and Licensee represent and warrant that they are 18 years of age or older, and agree that all information provided shall be true, accurate, current, and complete.
      4. Both Master Licensee and Licensee agree that they shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with use of the Service.
      5. Both Master Licensee and Licensee shall keep all Log-In Information secure and confidential and Licensee shall use its best efforts to restrict unauthorized third parties from gaining access to the Service.
      6. Both Master Licensee and Licensee are responsible for regularly reviewing these TCU.
      7. Both Master Licensee and Licensee acknowledge that Licensor reserves all rights not expressly granted in this Agreement.
      8. Neither Master Licensee nor Licensee shall:
        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 without the express written consent of Licensor;
        2. modify or make derivative works based upon the Service or the Content without the express written consent of Licensor;
        3. create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device without the express written consent of Licensor;
        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 malware, 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.
    2. Master Licensee's Responsibilities:
      1. Master Licensee shall not use the Service for any third-party organizations without Licensor's express written consent.
      2. Master 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.
      3. The Service is priced using algorithms involving estimated usage based upon an accurate Employee count therefore the Master 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.). It is the Master Licensee's responsibility to notify Licensor of changes in the Master Licensee's Employee count. In the event that the number of Employees changes by more than 5% from the number reported in the initial sign up for the Service, then Master Licensee shall notify Licensor of its current Employee count within thirty days as the Service fee may be adjusted accordingly. The information provided to Licensor shall include Master Licensee's legal entity name, title, street address, email address, name and telephone number and the complete Employee count. Licensee agrees to update this information within thirty days of any changes throughout the license term.
      4. If Master Licensee is an employment agency, recruiting firm, consultant, or similar entity; it is Master Licensee's responsibility to notify Licensor immediately, as a different subscription pricing model must be used when Service is not being used for internal hiring purposes.
      5. Master Licensee assumes all responsibility and risk for its use of the Service, and the results obtained therefrom and any reliance, if any, that Licensee may place thereon. Without limiting the foregoing, Master Licensee agrees that Licensor has no control over the quality or skills of any Applicant, the truth or accuracy of any information, including test responses, provided by any Applicant, or the ability of any Applicant to fill a position or any employment decisions that Licensee may or may not make, or any other employment or other matters, related to use of the Service or the results obtained therefrom.
      6. Master Licensee fully indemnifies Licensor against Licensee's misuse or abuse of the Service.
    3. Test-Taker Responsibilities
      1. Test-Taker agrees that the Service will be used solely for the purpose of taking tests under the direction (and license) of the Licensee.
      2. 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.
      3. Test-Taker agrees to keep all information about the test content and items confidential.
  4. Licensee Data.
    1. Master Licensee shall own data that it uploads to, or that is collected by, the System under Master Licensee's account. Master 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.
    2. Licensor shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.
    3. Licensor reserves the right to withhold, remove, and discard Licensee Data without notice for any breach, including without limitation, late or non-payment of fees.
    4. Master Licensee's right to access or use Licensee Data immediately ceases in the event of termination for cause and Licensor shall have no obligation to maintain or forward any Licensee Data.
    5. With the exception of personally identifiable information (Test-Taker name and email) from any Test-Takers, Master Licensee grants to Licensor a transferable, worldwide royalty-free license in perpetuity to use all Licensee Data including, but not limited to, test data collected by the System.
  5. 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 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 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 TCU.
  6. Intellectual Property Ownership.
    Licensor (and its licensors, where applicable) 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. This Agreement is a license and not a sale therefore it does not convey to Licensee any rights of ownership in or 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 rights or license to use them are granted to any Licensees.
  7. 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 @ 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.
  8. Payment of Fees.
    1. Master Licensee agrees to pay all invoices immediately, upon placement of a purchase request or order. The Service sends an invoice by email to the Master Licensee immediately upon placement of order.
    2. All payment obligations are noncancelable and all amounts paid are nonrefundable.
    3. Master 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 subscription basis.
    4. 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 Master Licensee. 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 Master 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.
    5. 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. Master Licensee will continue to be charged interest during any period of suspension. If Master Licensee or Licensor initiates termination of this Agreement, Master Licensee is 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 Licensee for such unpaid fees, which charges shall be immediately due and payable.
    6. Licensor reserves the right to impose a $50 reinstatement fee in the event Licensee is suspended for non-payment and thereafter request access to the Service. 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 that such data may be irretrievably deleted if Licensee's account is 30 days or more delinquent.
    7. 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.
  9. Term and Termination.
    1. This Agreement commences upon the first use of the Service by the Master Licensee and expires at the end of either the Free Trial period, the end of the paid subscription term, or sooner in accordance with the TCU. Master 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, 30 days after termination.
    2. Subscription pricing for the Service is based upon various algorithms and expectations of testing activity based on Master Licensee's Employee count. In the event that Master Licensee's actual testing activity is substantially greater than expectations, Licensor may, at its sole discretion, terminate or adjust pricing for the Service License.
    3. This Agreement may be terminated for cause as defined below.
      1. Any non-payment of Master Licensee's financial obligation (as reflected by invoice) shall be deemed a material breach of this Agreement.
      2. 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.
      3. 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.
    4. All representations, warranties, and indemnifications shall survive the expiration or prior termination of a subscription or Service invoice or agreement.
  10. Representations and Warranties.
    1. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
    2. 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.
    3. Master 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 regularly reviewed and updated.
    4. Master 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.
    5. In the event that the invoice is not paid in full within sixty days of the invoice Due Date, then Master Licensee agrees to personally accept full financial liability and legal responsibility for payment for the Service.
  11. Indemnification.
    1. Licensor will indemnify, defend, and hold harmless Master Licensee and its party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents or other affiliates from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys' fees)
      1. resulting from any claim, suit, action, or proceeding brought by any third party (each, an "Action") alleging the Service infringes or misappropriates any U.S. intellectual property right (but excluding any infringement contributorily caused by Licensee); or
      2. arising from or relating to a breach of Licensor's other obligations and agreements under these TCU.
    2. Master Licensee shall indemnify, defend and hold harmless Licensor, its licensors, and its party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents or other affiliates harmless from and against
      1. any and all losses from a claim, which if true, would constitute a violation by Licensee of its representations and warranties under these TCU; and
      2. any and all claims, suits, actions, or proceedings related to Licensee's TestMaker Tests.
    3. Each party's indemnification obligations hereunder shall be subject to
      1. receiving prompt written notice of the existence of any applicable Action;
      2. being able to, at its option, control the defense of such Action. The indemnifying party shall permit the indemnified party to participate in the defense of such Action; and
      3. receiving full cooperation of the indemnified party in the defense thereof.
  12. Disclaimer of Warranties.
    TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE LICENSOR, ON BEHALF OF ITSELF, ITS AFFILIATES, AND SUPPLIERS DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, CUSTOM, OR TRADE; AND LICENSOR MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT.
    1. LICENSOR DOES 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;
      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.
    2. 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;
  13. Limitation of Liability.
    1. 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, SITE, MATERIALS CONTAINED ON THE SITE, OR PRODUCTS SOLD THROUGH THE SITE.
    2. 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, WEBSITE, MATERIALS CONTAINED ON THE WEBSITE, OR PRODUCTS SOLD THROUGH THE WEBSITE, EXCEED THE FEES PAID TO LICENSOR DURING THE PREVIOUS FOUR CALENDAR QUARTERS OR US$25,000.00, WHICHEVER IS LESS.
    3. 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, HOWEVER, 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.
    4. 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.
    5. 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.
  14. 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, it is responsible for compliance with all applicable laws, including local laws.
  15. Notice.
    Licensor may give notice by means of a general notice on the Service, electronic mail to Master Licensee's email address on record, 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 Corp, 10780 Santa Monica Blvd., Suite 405, Los Angeles, CA 90025, addressed to the attention of the President.
  16. 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.
  17. 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. a parent or subsidiary,
    2. an acquirer of assets, or
    3. 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.
  18. General.
    1. 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.
    2. 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.
    3. Licensee shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with use of the Service.
    4. 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.
    5. 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.
    6. No joint venture, partnership, employment, or agency relationship exists between Licensee and Licensor as a result of this agreement or use of the Service.
    7. 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.
    8. These TCU comprise the entire agreement between Master 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.
    9. Licensor reserves the right to change the TCU at its sole discretion by changing them on this web page. Licensees are responsible for regularly reviewing the TCU. Continued use of the Service after any such changes shall constitute Licensee's consent to such changes.