Subscription Agreement and Website Terms May 2022

PLEASE CAREFULLY REVIEW THE FOLLOWING MASTER CONTENT LICENSE AGREEMENT AND WEBSITE TERMS OF USE THAT CONTAIN THE TERMS AND CONDITIONS GOVERNING YOUR ACCESS TO, AND USE OF CERTAIN SHARED ASSESSMENTS LICENSED CONTENT (as defined below) AND WEBSITE.

If you have any questions, please contact info@sharedassessments.org. 

Shared Assessments Master Content License Agreement

This master content license agreement is made up of these Terms of Use (including Annexes hereto, “Terms”) together with any Order Forms (collectively, “Agreement“) and is made between Customer (“Customer” or “you“) and Shared Assessments LLC (“Shared Assessments“) (each a “Party“, together, the “Parties“) and governs Customer’s use of Shared Assessments’ Licensed Content (as defined below).

If you enter into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity. If you do not have such authority, or if you do not unconditionally agree to these Terms, you, the company have no right to use the Licensed Content. Affiliates of either Party may also execute separate Order Forms subject to these Terms

    1. DEFINITIONS.

    Assessment Information” means the information input by or on behalf of Customer or Customer’s Authorized Recipients into the Licensed Content.

    Authorized Recipients” means Customer, Vendors, and their respective employees, contractors, consultants, or any governmental entity requiring access to the Licensed Content by law or for purposes of an investigation.

    Intellectual Property Rights” means all intellectual property rights throughout the world, including: (a) patents, disclosures of inventions (whether or not patentable), patent applications, reissues, reexaminations, utility model rights and design rights (registered or otherwise), and registered or other industrial property rights, (b) trademarks, service marks, corporate names, trade names, Internet identifiers, trade dress, and other similar designations of source or origin together with the goodwill symbolized by any of the foregoing, (c) copyrights, moral rights, design rights, database rights, data collections, and other sui generis rights, (d) trade secrets or other proprietary rights in confidential information or technical, regulatory and other information, designs, results, techniques, and other know-how, and (e) applications, registrations, and renewals for, and all associated rights with respect to, any of the foregoing in any part of the world.

    Licensed Content” means the documents provided by Shared Assessments designed to address issues related to third party risk assurance, including regulatory compliance and risk management, including the then-current version of the following documents which may be amended from time to time: Standardized Control Assessment (SCA) Procedure Tools, Shared Assessments’ Standardized Information Gathering (SIG) Questionnaire Tools, Vendor Risk Management Maturity Model (VRMMM), and Data Governance Tools.

    Permitted Purpose” shall mean Customer’s internal business or compliance purposes of assessing Customer or Customer’s Vendors, or, except for the SCA, providing documentation of Customer’s risk management controls, practices, policies, and procedures to its Authorized Recipients. Customer, Vendors, and Authorized Recipients may not generate revenue from the use of the Licensed Content.

    Shared Assessments Website” means any support website provided by Shared Assessments from which to download or use the Licensed Content).

    Vendors” shall mean Customer’s vendors that are provided with the Licensed Content for the Permitted Purpose.

    2. LICENSE GRANT AND RESTRICTIONS.

    2.1. Shared Assessments grants to Customer a non-sublicensable, non-transferable, non-exclusive right to download, access and use the Licensed Content for the Permitted Purpose during the subscription term stated in the applicable Order Form. Customer is responsible for entering into agreements with its Authorized Recipients ensuring each’s compliance with Section 2 and Section 9 of the Agreement. If Customer seeks to incorporate the Licensed Content into software or another product or service offered for license or sale by the Customer, it must first execute a separate Licensed Content Integration Agreement.

    2.2. The Licensed Content may be used by any number of Authorized Recipients and distributed to and used by any number of Vendors, but solely for the Permitted Purpose.

    2.3. Customer shall not: (a) provide access to the Licensed Content to any third party (except Authorized Recipients and Vendors) or otherwise permit a third party (except Authorized Recipients) to use or benefit from the Licensed Content, (b) copy or reverse engineer the Licensed Content or otherwise attempt to discover any software components of the Licensed Content, (except to the limited extent that applicable law prohibits such restrictions), (c) use or export the Licensed Content: in breach of any applicable laws, regulations, restrictive measures; (d) store or transmit any viruses, spam, or duplicative messages, or any material that is unlawful, abusive, obscene, or harmful via the Licensed Content, (e) for data in or from the United States, input any Protected Health Information (as the term is defined in the Health Insurance Portability and Accountability Act of 1996 (as amended, superseded or replaced) in the Licensed Content, or (f) modify the Licensed Content; provided, however, that Customer may subdivide the Licensed Content into provisions that are appropriate for particular Vendors and Authorized Recipients and distribute copies of the Licensed Content or subdivisions of the Licensed Content to Vendors and Customers in connection with their assessments so long as the language and specific provisions of the Licensed Content is not altered; or (g) in a manner that infringes Intellectual Property Rights.

    2.4. Except to the extent caused by a breach of the Agreement by Shared Assessments, Customer is responsible for (i) all use of the Licensed Content; and (ii) Assessment Information, and shall hold Shared Assessments and its Affiliates harmless and indemnify them for all third party claims, losses, damages, liabilities, costs (including legal fees) and expenses arising out of or relating to claims that the Assessment Information violates a third party’s Intellectual Property Rights. Customer shall maintain the copyright notices that appear on any materials relating to the Licensed Content and shall comply with applicable conventions regarding copyright and source of material attribution.

    3. UPGRADES.

    Shared Assessments may issue new releases for the Licensed Content including, upgrades, features, (“Upgrades”) which will be provided at no additional charge and will be automatically available during the Term.

    4. FEES AND PAYMENT.

    All payment obligations are non-cancelable and all amounts paid are non-refundable (unless expressly stated otherwise in the Agreement). All payments shall be made in United States Dollars in full and cleared funds without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law) within thirty (30) days after the applicable invoice date(“Payment Due Date“). All sums payable under the Agreement are exclusive of value added tax (VAT) or any other local sales taxes, for which Customer shall be responsible. If payment has not occurred by the Payment Due Date, then without limiting any other right or remedy available to Shared Assessments, Shared Assessments reserves the right to charge a late fee (“Late Fee“) of 1.5% of the invoice amount. Prior to charging Late Fees, Shared Assessments will contact

    Customer regarding the delinquency and verify receipt of the applicable invoice. Customer agrees to provide Shared Assessments with complete and accurate billing and contact information.

    5. LIMITATION OF COMPLIANCE, NO LEGAL ADVICE.

    5.4. Each Party is responsible for its own compliance with applicable laws. The Licensed Content has been developed as tools for risk management including, but not limited to, information security, privacy, and business continuity compliance. It is based on general information security and privacy laws, regulations, principles, frameworks, audit programs, seal programs, and regulatory guidance from various jurisdictions. The Licensed Content does not constitute, nor shall any information contained in the Licensed Content be construed as, legal advice. The Licensed Content is not an exhaustive list of questions or procedures covering all laws and regulations in any jurisdiction that may apply to a Customer or any of its Authorized Recipients. It is the responsibility of Customer and Customer’s Authorized Recipients to determine how the Assessment Information is used in furthering their compliance with any applicable laws, regulations, policies, and standards. In addition, the Licensed Content is translated into multiple languages, and it is the responsibility of the Customer and Customer’s Authorized Recipients to confirm accuracy of the translation.

    6. LIMITED WARRANTY AND DISCLAIMERS.

    6.1. SHARED ASSESSMENTS’ DOCUMENTS ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHARED ASSESSMENTS DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR OTHER TERMS RELATING TO THE LICENSED CONTENT, SHARED ASSESSMENTS’ WEBSITE EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR OTHER TERMS OF SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR A PURPOSE OR A PARTICULAR PURPOSE.

    6.2. Shared Assessments is not responsible for any delays, or delivery failures, or other loss or damage resulting from the transfer of data over communications networks and facilities which are not directly controlled by Shared Assessments.

    7. SHARED ASSESSMENTS INDEMNITY.

    7.1. Shared Assessments, at its sole expense, agrees to defend Customer (“Customer Indemnitee”) against any third-party claim that Customer Indemnitee’s use of the Licensed Content, as made available by Shared Assessments to Customer and used in accordance with the Agreement, directly infringes a third party’s Intellectual Property Right (an “Infringement Claim”), and indemnify Customer Indemnitee from the resulting costs and damages finally awarded against Customer Indemnitee to such third party by a court of competent jurisdiction or agreed to in settlement; provided that: (a) Customer Indemnitee promptly notifies Shared Assessments in writing of the Infringement Claim; (b) Shared Assessments has sole control of the defense and all related settlement negotiations; (c) Customer Indemnitee provides Shared Assessments with the information, assistance and authority to enable Shared Assessments to perform its obligations under this Section 7; and (d) Customer Indemnitee makes no admission of liability and does not compromise the ability of Shared Assessments to defend the claim. Customer Indemnitee may not settle or compromise any Infringement Claim without the prior written consent of Shared Assessments.

    7.2. In any action based on an Infringement Claim, Shared Assessments, at its option and expense, will either: (i) procure the right for Customer to continue using the Licensed Content in accordance with the Agreement; (ii) make modifications to or replace the Licensed Content so that the infringing Licensed Content becomes non-infringing without incurring a material diminution in utility of the Licensed Content; or (iii) terminate the right to use the infringing Licensed Content and refund to Customer the unused remainder of any Licensed Content fees prepaid by Customer and received by Shared Assessments for such infringing Licensed Content. Shared Assessments shall have no liability or obligations for an Infringement Claim pursuant to this Section 7 to the extent that it results from: (A) modifications to the Licensed Content made by a party other than Shared Assessments or a party under the direct control of Shared Assessments; (B) the combination, operation or use of the Licensed Content with non-Shared Assessments products, software, or materials; (C) use of the Licensed Content outside the scope of the Agreement; or (D) Shared Assessments’ use of any Assessment Information, designs, instructions, specifications, or the like, provided by Customer Indemnitee, if any. This Section 7 sets out Customer Indemnitees’ sole and exclusive remedies and Shared Assessments’ entire liability with respect to claims subject to indemnification under this Section, including claims for infringement or violation of third-party Intellectual Property Rights by the Licensed Content.

    8. LIMITATION OF LIABILITY AND DAMAGES.

    8.1. EACH PARTY’S TOTAL AGGREGATE LIABILITY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), BREACH OF STATUTORY DUTY, STRICT LIABILITY OR OTHER THEORY, WITH RESPECT TO ALL SUBJECT MATTER RELATING TO THE AGREEMENT SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID AND PAYABLE TO SHARED ASSESSMENTS (WHETHER OR NOT INVOICED) UNDER THE AGREEMENT IN THE YEAR PRECEDING THE FIRST EVENT GIVING RISE TO A CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.

    8.2. NEITHER PARTY WILL BE LIABLE FOR ANY: (A) SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (B) LOSS OF REVENUES; (C) LOSS OF PROFITS; (D) LOSS OR INACCURACY OF DATA; OR (E) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING IN CONNECTION WITH THE AGREEMENT, IN EACH CASE, REGARDLESS OF THE FORM OF ACTION (AND WHETHER (B) THROUGH (E) ARE DIRECT, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL), WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), BREACH OF STATUTORY DUTY, STRICT LIABILITY OR OTHER THEORY.

    8.3. THE LIMITATIONS AND EXCLUSIONS CONTAINED IN SECTIONS 8.1 AND 8.2 SHALL NOT APPLY TO BREACHES OF LICENSE RESTRICTIONS SET OUT IN SECTION 2, INDEMNIFICATION OBLIGATIONS, CUSTOMER’S PAYMENT OBLIGATIONS, A BREACH OF SECTION 9 (CONFIDENTIALITY AND PROPRIETARY INFORMATION), AND WILLFUL MISCONDUCT. NOTHING IN THE AGREEMENT SHALL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.

    9. CONFIDENTIALITY AND PROPRIETARY INFORMATION.

    A Party (the “Receiving Party”) may receive Confidential Information of the other Party (the “Disclosing Party”) and the Receiving Party shall keep all such Confidential Information confidential and protect it by using the same level of care and discretion that the Receiving Party uses with respect to its own confidential information, which will be in no case less than reasonable care and discretion. The Receiving Party shall not disclose Confidential Information to any person other than such Party’s Authorized Recipients who have a need to know that Confidential Information provided that the Receiving Party remains responsible for the confidentiality of the information. The Parties shall not use Confidential Information for any purpose other than as necessary to exercise rights or fulfill obligations under the Agreement. Without limiting the foregoing, either Party

    may disclose Confidential Information to a government authority if that disclosure is: (a) required by law or (b) necessary to exercise its rights or perform its obligations under and in accordance with the Agreement. In the Agreement, “Confidential Information” means business information of a confidential or proprietary nature (including trade secrets and information of commercial value), including without limitation, pricing, software code and underlying technical or business information that relates to the Disclosing Party that is disclosed or provided to Receiving Party by or on behalf of Disclosing Party pursuant to the Agreement (or potential future purchases subject to this Agreement); provided, however, that Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of the Receiving Party; (ii) was in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; (iii) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; (iv) is input into the Licensed Content or (v) is independently developed by the Receiving Party. This Section shall apply during the Term of this Agreement, and for three (3) years after the Agreement’s termination.

    10. TERMINATION; SUSPENSION.

    10.1. Without affecting any other right or remedy available to it, either Party may terminate the Agreement with immediate effect by giving written notice to the other Party if the other Party breaches a material obligation under the Agreement that has not been cured (if curable) within thirty (30) business days of the effective date of such written notice requiring the remedy of such breach or if either Party (a) announces a cessation of its entire business or becomes insolvent; (b) elects to dissolve and wind-up its business; (c) makes a general assignment for the benefit of creditors; or (d) petitions for or appoints (or a third party causes to be appointed for itself) a receiver, custodian or trustee to take possession of all or substantially all of that Party’s property. The Agreement will also terminate automatically unless automatically renewed pursuant to Section 15.1.

    10.2. Upon termination of the Agreement by any means, the rights granted under Section 2 will terminate and Customer shall promptly destroy any and all Shared Assessments’ Confidential Information, and (a) cease all downloading, use, access to and reproduction of the Licensed Content immediately upon the termination of this Agreement; (b) provide Shared Assessments with written verification that the preceding obligation above has been completed within 30 days of termination; and (c) subject to the terms herein, Customer may retain copies of completed Licensed Content for archival purposes only, and Licensed Content containing Assessment Information for internal business purposes only. Otherwise, the terms of the Agreement will remain in effect with respect to such Confidential Information; and (d) Shared Assessments will remove access to the Licensed Content.

    10.3. Without limiting the foregoing, Shared Assessments may upon fourteen (14) days’ prior written notice suspend or limit Customer’s access to or use of the Licensed Content without liability if (a) Customer’s account is past due, (b) Customer’s use of the Licensed Content breaches Section 2, or (c) for any misappropriation of Shared Assessments’ Intellectual Property Rights in the Licensed Content under Section 11of this Agreement; provided that Shared Assessments will promptly end such suspension (except in the case of misappropriation of Shared Assessments’ Intellectual Property Rights) when Customer cures the foregoing (without prejudice to Shared Assessments’ other remedies in respect of the applicable breach).

    10.4. Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

    11. INTELLECTUAL PROPERTY.

    11.1. Shared Assessments owns all Intellectual Property Rights embodied in the Licensed Content provided by Shared Assessments under the Agreement including all modifications or derivatives thereof, including any modifications proposed by Customer. No modifications may be made to the Licensed Content without Shared Assessments’ express written consent. Customer may subdivide the Licensed Content into provisions that are appropriate for Vendors. No rights are granted to Customer other than as expressly set forth in the Agreement. Shared Assessments does not convey any Intellectual Property Rights other than those expressly provided herein. Customer may not remove any copyright notice, name, or marks that appear on the Licensed Content.

    11.2. Shared Assessments shall be the sole owner of any newly-developed Intellectual Property Rights related in any way to the Licensed Content. The Customer hereby assigns to Shared Assessments any of these newly-developed Intellectual Property Rights that result from Customer’s requests, feedback, or ideas (“Feedback”).

    11.3. Assessment Information shall remain the property of Customer. To the extent materials developed by Shared Assessments in connection with the Agreement contain any Assessment Information, Shared Assessments shall not own the Assessment Information therein, and Shared Assessments shall have no right to use any part of Assessment Information (except for Feedback, pursuant to Section 11.2).

    12. SURVEYS.

    Shared Assessments may conduct periodic surveys on a remote basis for the sole purposes of verifying Customer’s use of the Licensed Content in compliance with the Agreement.

    13. NOTICE.

    13.1. Except as otherwise provided herein, all notices under the Agreement shall be deemed properly given and effective (a) when deposited in the United States certified mail, registered mail, postage prepaid or return receipt requested; or (b) when deposited with an internationally recognized overnight delivery service such as Federal Express with all fees and charges prepaid. Notices to Shared Assessments LLC should be

    sent to 1751 N. Calle Medico, Suite N, Santa Fe, NM 87505. When any notice under the Agreement is sent to Shared Assessments, a copy must be promptly sent to legal@sharedassessments.org.

    14. NONASSIGNABILITY.

    Except for an assignment by Shared Assessments to a wholly owned Affiliate, neither the rights nor the obligations arising under the Agreement are assignable or transferable by either Party without the other Party’s prior written consent (which will not be unreasonably withheld), and any such attempted assignment or transfer shall be void and without effect.

    such attempted assignment or transfer shall be void and without effect.

    15. EFFECTIVE DATE; TERM; GOVERNING LAW AND JURISDICTION; SEVERABILITY.

    15.1. The Agreement shall become effective on the date of the download or receipt of the Licensed Content(the “Effective Date”) and shall continue for a period of twelve (12) months (“Initial Term”) or such other period indicated on the Order Form. Each Order Form shall automatically renew for an additional twelve (12) month term (each, a “Renewal Term,” together with the Initial Term, the “Term”) on Shared Assessments’ then-current pricing and terms unless either party provides notice of its intent not to renew at least thirty (30) days in advance of the end of the Initial Term or current Renewal Term. Shared Assessments will provide Customer with sixty (60) days’ notice of an upcoming Renewal Term. Any notice provided under this Section may be accomplished via email or electronically submitted invoice or notice.

    15.2. The Agreement and any dispute or claim (including non-contractual disputes or claims) arising under or in connection with the Agreement, its subject matter, or formation shall be governed by and construed in accordance with the governing law identified in Section 17.5 and will be resolved in accordance with such jurisdiction. The Parties consent to the exclusive jurisdiction of such court and waive any personal jurisdiction or venue defenses otherwise available. The United Nations Convention on Contracts for the International Sale of Goods is expressly and entirely excluded and will not apply to the Agreement. In any action to enforce the Agreement, the prevailing party will be entitled to reasonable costs and attorneys’ fees actually incurred. No claim or action may be brought by either Party against the other Party arising in any way out of the Agreement after one (1) year from the date on which the cause of action arose (and regardless of the nature of the claim or form of action) provided, however, the foregoing limitation shall not apply to any claim or action related to the infringement of a Party’s Intellectual Property Rights.

    15.3. Each provision of the Agreement shall be considered severable such that if any provision conflicts with any existing or future law, or is held to be illegal, unenforceable or invalid by a court, the other provisions of the Agreement shall be limited or modified to the minimum extent necessary to make it valid, legal, and enforceable and so that the Agreement shall otherwise remain in effect.

    15.4. The Agreement and all related documentation is and will be in the English language and all disputes arising under the Agreement shall be resolved in the English language.

    15.5. The governing laws for this Agreement are the laws of Delaware, USA under the exclusive jurisdiction of the Courts of Atlanta, Georgia, USA.

    16. ENTIRE AGREEMENT; MODIFICATIONS; WAIVERS; THIRD PARTY RIGHTS.

    16.4. The Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement and the Licensed Content, superseding all prior or contemporaneous proposals, communications and understandings, oral or written relating to that subject matter. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty that is not set out in the Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement. To the extent there is any conflict or inconsistency between the Terms and any Order Form, the Order Form shall prevail to the extent of any such conflict or inconsistency. Any additional or different terms or conditions proposed by Customer are hereby expressly excluded.

    16.5. Except as expressly provided in the Agreement, any modifications of the Agreement must be in writing and signed by both Parties (and in the case of Shared Assessments, signed by the Chief Executive Officer, Chief Operations Officer, Vice President, Sales, or General Counsel of Shared Assessments).

    16.6. Any waiver of any provision of the Agreement must be in writing and will not be deemed a waiver of any other provision. Waiver by a Party of a breach of any provision of the Agreement by the other Party will not operate as a waiver of any other or subsequent breach by such breaching Party.

    16.7. The Agreement does not confer any right or benefit on any person who is not a Party to it and no one other than a Party to the Agreement, their successors and permitted assignees shall have any right to enforce any of the terms of the Agreement.

    16.8. If applicable law prohibits a party from being indemnified on behalf of an Affiliate, such Affiliate shall be entitled to be indemnified directly pursuant to (and subject to the terms of the Agreement). Notwithstanding the foregoing, the consent of an Affiliate shall not be required to amend or terminate the Agreement.

    17. GENERAL.

    17.1. A delay by either Party in performing its obligations will not be a breach of the Agreement if caused by fire, flood or other event beyond the reasonable control of such Party. The affected Party will notify the other Party of such event and resume performance as soon as possible.

    17.2. The Agreement may be executed in any number of counterparts, each of which is an original, but all the counterparts together constitute the same document. Delivery of an executed counterpart of a signature page to the Agreement by e-mail or other electronically delivered signatures of the Parties shall be as effective as delivery of a manually executed counterpart of the Agreement.

    17.3. Nothing in the Agreement is intended to create a joint venture, partnership, agency, or employment relationship between the Parties. 17.4. Sections 1, 2.3, 2.4, 4, 6, 7, 8, 9, 10, 11, 14, 15, 16, and 17, will survive the termination of the Agreement.

    Website Terms Of Use

    The Shared Assessments LLC (“Shared Assessments” or the “Program”) attaches the following terms and conditions to organizations and individuals (individually, a “User”) that access and use the Shared Assessments website to gain access to licensed materials or other services or to gain access to the Members Only portions of the website (the “Services”).

    1. Intellectual Property

    The Program holds all rights, title, and interest in and to, including, in some instances, copyright interests in and to, the content, information, data, designs, code, and materials associated with the Services (“Content”) that are protected by intellectual property and other laws. The User must comply with all such laws and applicable copyright, trademark or other legal notices or restrictions.

    2. Privacy Policy The Program’s Privacy Policy can be found at https://sharedassessments.org/privacy-policy/

    The Policy describes the practices concerning data that a User provides or that the Program may collect about a User and the User consents to such use of its data in compliance with the Privacy Policy.

    3. Registration and Access Controls

    The User is responsible for maintaining the confidentiality of its user name and password and it accepts responsibility for all activities, charges, and damages that occurs under its account. If a User has reason to believe that someone is using its account without permission, the User should contact the Program immediately. The Program will not be responsible for any loss or damage resulting from a User’s failure to notify it of unauthorized use. If the Program requests registration information from a User, it must provide the Program with accurate and complete information and must update the information when it changes. A User may not access any age-restricted Services unless he/she are above the required age.

    4. Third-Party Content

    The Program occasionally provides third party content or link to third party websites on the Services. The Program does not necessarily endorse or evaluate third party content and websites, and it does not assume responsibility for third parties’ actions or omissions. A User should review third parties’ terms of use and privacy policies before using their services.

    5. Fee-Based Services

    If a User accepts fee-based products or features, it agrees to the terms and conditions governing all such purchases, including all requirements to pay applicable fees and charges. The Program will notify Users of any changes to fees and charges.

    6. Acceptable Use

    The Services have been designed to present Content in a unique format and appearance. Unless the Program gives a User prior written permission, the User agrees not to access the Services using any interface other than the Program’s. The Program may deny permission to link to the Services for any reason in its sole discretion, and a User must be able to edit or delete promptly links that it creates, upon the Program’s request. Consistent with these Terms, a User may not use the Services to do or assist others to do the following:

    1. Link to the Services from a site or transmit any material that is inappropriate, profane, vulgar, offensive, false, disparaging, defamatory, obscene, illegal, sexually explicit, racist, that promotes violence, racial hatred, or terrorism, or that the Program deems, in its sole discretion, to be otherwise objectionable;

    2. Frame the Services, display the Services in connection with an unauthorized logo or mark, or do anything that could falsely suggest a relationship between the Program and any third party or potentially deprive the Program of revenue (including, without limitation, revenue from advertising, branding, or promotional activities);

    3. Violate any person’s or entity’s legal rights (including, without limitation, intellectual property, privacy, and publicity rights), transmit material that violates or circumvents such rights, or remove or alter intellectual property or other legal notices;

    4. Knowingly transmit files that contain viruses, spyware, adware, or other harmful code;

    5. Interfere with others using the Services or otherwise disrupt the Services;

    6. Transmit, collect, or access personally identifiable information about other users without the consent of those users and the Program;

    7. Engage in unauthorized spidering, “scraping,” or harvesting Content, contact or other personal information, or use any other unauthorized automated means to compile information;

    8. Impersonate any person or entity or otherwise misrepresent an affiliation or the origin of materials it transmits; or

    9. Defeat any access controls, access any portion of the Services that it is not authorized to access (including password-protected areas), link to password-protected areas, attempt to access or use another user’s account or information, or allow anyone else to use its account or access credentials.

    7. Consequences of Violations: Disclosures for Legal Compliance

    1. The Program may take any of the following actions in its sole discretion and without notice for violation of these Terms and/or, if applicable, any terms of the Shared Assessment Membership Agreement: (a) Restrict or terminate a User’s access to the Services; (b)

    Change or discontinue the Services to the User; and/or (c) Deactivate a User’s account and delete all related information and files in its account.

    2. In addition to the foregoing, the Program may provide information concerning a User and its activities to comply with applicable laws or respond to court order, subpoenas, or other lawful requests, or if the Program believes doing so would protect the User’s safety or that of another person or protect the security of the Services, or as otherwise described in the Privacy Policy.

    3. The Program will not be liable to a User or any third party for taking any of these actions and it will not be limited to the remedies above if a User violate these Terms.

    8. Indemnification

    The User will defend, indemnify, and hold harmless the Program and its directors, officers, employees, shareholders, vendors, partners, contractors, agents, licensors or other representatives of each of them and all of their successors and assigns, for all damages, liabilities, and expenses or obligations of any kind (including attorney’s fees and costs), arising out of or in connection with the User’s use or misuse of the Services (including, without limitation use of its account, whether or not authorized by the User, and claims arising from information or materials generated by Shared Assessments members or third parties).

    9. Disclaimers; Warranty, Limitation of Liability, and Damages

    1. THE PROGRAM DOES NOT WARRANT AS FOLLOWS: THAT THE SERVICES, ANY OF THE SERVICES’ FUNCTIONS OR ANY CONTENT OR SOFTWARE CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICES OR THE SERVERS HOSTING THEM ARE FREE OF VIRUSES OR OTHER HARMFUL CODE; OR THAT THE SERVICES OR INFORMATION AVAILABLE THROUGH THE SERVICES WILL CONTINUE TO BE AVAILABLE.

    2. THE PROGRAM DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICES AND CONTENT, INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE. THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, SOFTWARE, AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH OR SENT FROM THE SERVICES, ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.”

    3. THE PROGRAM WILL NOT BE LIABLE TO ANY USER OR ANYONE ELSE FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, ECONOMIC, PUNITIVE, OR CONSEQUENTIAL DAMAGES) IN CONNECTION WITH THE SERVICES OR A USER ‘S SUBMISSIONS, (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, GROSS NEGLIGENCE, OR OTHERWISE, BUT EXCLUDING WILLFUL MISCONDUCT).

    4. A USER’S ACCESS TO AND USE OF THE SERVICES IS AT ITS OWN RISK. IF A USER IS DISSATISFIED WITH THE SERVICES OR ANY OF THE CONTENT, ITS SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SERVICES.

    5. THE USER ACKNOWLEDGES AND AGREES THAT IF IT INCURS ANY DAMAGES THAT ARISE OUT OF THE PROGRAM’S ACTS OR OMISSIONS, EVEN IF IRREPARABLE, IT WILL NOT BE ENTITLED TO AN INJUNCTION OR OTHER EQUITABLE RELIEF. THE USER ACKNOWLEDGES THAT IT MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE UNKNOWN OR ARE UNSUSPECTED. ACCORDINGLY, THE USER AGREES TO WAIVE THE BENEFIT OF ANY LAW, THAT OTHERWISE MIGHT LIMIT ITS WAIVER OF SUCH CLAIMS.

    10. Changes; Additional Terms

    The Program may occasionally change these Terms, so it encourages Users to review the Terms periodically. If the Program makes a change to the Terms, the User will be presented with the updated Terms at its next log in to the website and given the opportunity to review and accept/reject those new terms. The most current version of the Terms (along with their effective date) will be posted on the website. If a User continues to use the Services after the Terms have been changed, it will be deemed to have agreed to the changes. Additional terms may apply to a User’s use of the Services. The Program will provide these terms to Users or post them on the Services to which they apply and they are incorporated by reference into these Terms. If there is a conflict between these Terms and any additional terms that apply to a particular Service, the additional terms will control.

    Special promotions of the Services may also have additional rules and requirements, and Users are responsible for complying with those rules and requirements.

    11. Miscellaneous

    1. The Program’s failure to exercise or enforce any right or provision in these Terms will not constitute a waiver of such right or provision. These Terms and all additional terms, conditions, and policies on the Services, constitute the entire agreement between a User and the Program and supersede all prior agreements with respect to the subject matter hereof. If any part of these Terms is determined to be invalid or unenforceable under applicable law, that provision will be removed, and the remainder of the Terms will continue to be valid and enforceable. To the extent that these Terms conflict with the Membership Agreement, these Terms shall control. The headings in these Terms are intended for convenience of reference and will not affect interpretation of these Terms.

    2. The Program may be required by state or federal law to notify Users of certain events. The User hereby acknowledges and agrees that such notices will be effective upon posting them on the Program’s websites or delivering them to the User via email. The User may update its email address by visiting the Services where it has provided contact information. If a User does not provide the Program with accurate information, it will not be responsible for failure to notify the User.

    3. These Terms and all claims arising from or related to a User’s use of the Services will be governed by and construed in accordance with the laws of the State of Delaware. With respect to any disputes or claims not subject to arbitration (as set forth below), the User agrees

    to exclusive jurisdiction in the state and federal courts in Atlanta, Georgia. Notwithstanding any other provision of these Terms, the Program may seek injunctive or other equitable relief from any court of competent. Regardless of any statute or law to the contrary, the User must file any claim or action related to use of the Services or these Terms within one year after such claim or action accrued. Otherwise, the User will be deemed to have waived the claim or action.

    4. The Program may elect to resolve any controversy or claim arising out of or relating to these Terms or the Services by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Unless the Program establishes a different location, arbitration hearings will be held in Atlanta, Georgia. The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction.