Navigator Use Agreement

Important Notice

PLEASE READ THIS NAVIGATOR USE AGREEMENT CAREFULLY BEFORE ACCESSING NAVIGATOR. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU.

By clicking the "I agree" button, you (a) acknowledge that you have read, understand and agree to be bound by the terms of this Agreement; and (b) that you are 18 years of age or older. This License is granted in consideration of, and subject to, the mutual rights and obligations set forth in this Agreement, the sufficiency of which you acknowledge by using Navigator.

This Navigator Use Agreement (“Agreement”) establishes the terms and conditions under which Pearson VUE will provide you with the right to access and use Pearson VUE’s on line Sponsor application portal( including all updates and enhancements thereto “Navigator”) in connection with the services provided to you by Pearson VUE (“Purpose”). Navigator is the exclusive property of Pearson VUE, a business of NCS Pearson, Inc. (“Pearson VUE”), or its licensors, including, but not limited to, the structure, organization and code of Navigator. You acknowledge that Navigator contains copyrighted and proprietary products or materials that are obtained under a license from Pearson VUE or its licensors. Your use of Navigator is strictly conditioned upon your explicit acceptance of the terms and conditions of this Agreement and your use of Navigator will be deemed your acceptance of the terms and conditions set forth herein and your agreement to be bound by them. Pearson VUE grants to you and you accept a personal, non-transferable, revocable, non-assignable, non-exclusive, limited license to access and use Navigator for the Purpose (“License”). By using Navigator, you acknowledge that you may only access and use Navigator pursuant to this Agreement. Furthermore, you understand that no license is granted to you hereunder for any other purpose.

Credentials. You must ensure that all Authorized Users keep their user IDs and password for Navigator strictly confidential and not share such information with any unauthorized person(s). “Authorized Users” means all person authorized by you to access and use Navigator through your account under this Agreement. User IDs are granted to an individual, named person and may not be shared. You are responsible for any and all actions taken using your accounts and passwords, and you agree to immediately notify Pearson VUE of any unauthorized use of which you become aware. If you designate any third party as an Authorized User, you will be responsible for their use of Navigator as you would be for any other Authorized User. For the avoidance of doubt, allowing third parties to be Authorized Users does not mean that you may distribute or resell Navigator or make Navigator available to any third party on a standalone basis. Rather it means that your Authorized Users may access your instance of Navigator. Pearson VUE will not have any direct or indirect lability or obligation to any of your Authorized Users.

Term and Termination. This Agreement runs co terminus with your test delivery and/or development agreement with Pearson VUE. Either party may terminate by written notice of termination to the other party effective as of the date specific in such notice this Agreement, (i) if the other party materially breaches this Agreement or (ii) at any time upon written notice to the other party.

Limitation of Warranty

NAVIGATOR IS PROVIDED BY PEARSON VUE “AS IS” AND THERE ARE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE AND NON-INFRINGEMENT. NAVIGATOR IS NEITHER WARRANTED NOR EXPECTED TO BE FREE FROM ERRORS. IN NO EVENT SHALL PEARSON VUE OR ITS LICENSORS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF NAVIGATOR, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL PEARSON VUE, OR ITS LICENSORS, AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED $2,000 DOLLARS.

Third Party Software or Services.

You acknowledges that Navigator may use certain third party software or services (“Third Party Product”). Any Third Party Product provided by Pearson VUE in connection with Navigator are licensed to You under the terms of the third party license agreement(s) and other documentation that accompanies the Third Party Product or hardware components. You may incur fees for the use of such Third Party Product. You will be invoiced for any such fees by Pearson VUE with fees due in accordance with the terms as set forth on the invoice and the services agreement you have with Pearson VUE. Pearson VUE and its licensors are intended third party beneficiaries of this Agreement. THIRD PARTY PRODUCT IS (IN ADDITION TO THE TERMS AND CONDITIONS OF THIS AGREEMENT), SUBJECT TO AND GOVERNED BY (AND YOU AGREE TO, AND WILL INDEMNIFY PEARSON VUE FOR NONCOMPLIANCE WITH) THE RESPECTIVE LICENSES RELATED TO SUCH THIRD PARTY PRODUCT.

Use of Navigator

You agree to only use Navigator for your internal business purposes consistent with the License, Purpose and the terms of this Agreement. Under this Agreement, you are not allowed to (i) rent, sell, lease, lend, license, sublicense, distribute, assign, or otherwise transfer in whole or in part Navigator to any person; (ii) reverse engineer, decompile, disassemble, create derivative works from, change, alter, modify or otherwise vary in whole or in part Navigator, except as expressly provided in this Agreement, without the express, written consent of Pearson VUE (iii) use Navigator in whole or in part in the operation of a service bureau; or (iv) disclose, orally or in writing, to any third party the results of any kind of benchmark tests.

If you use Navigator in any way inconsistent with this Agreement or violate any of the above-referenced restrictions, your rights under this Agreement shall terminate immediately and automatically.

Liability

You understand and agree that you shall be responsible for the use and operation, of Navigator. You assume the risk and sole responsibility for any and all access to your information through Navigator, by your Authorized Users of Navigator. In addition, you agree to indemnify and hold harmless Pearson VUE and its employees, officers, agents, and assigns against all third party claims, damages, lawsuits, or settlements arising from your use, and the use of your Authorized Users, of Navigator. Pearson VUE shall have no liability of any kind under this Agreement.

Intellectual Property Rights

You acknowledge and agree that Navigator and documentation are provided under license, and not sold, to you. You do not acquire any ownership interest in Navigator or documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Pearson VUE, and its licensors, reserve and shall retain their entire right, title, and interest in and to Navigator and all Intellectual Property Rights arising out of or relating to Navigator, except as expressly granted to you in this Agreement. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. You shall use commercially reasonable efforts to safeguard Navigator (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You shall promptly notify Pearson VUE if you become aware of any infringement of the Pearson VUE's Intellectual Property Rights in Navigator and fully cooperate with Pearson VUE, at Pearson VUE's sole expense, in any legal action taken by Pearson VUE to enforce its Intellectual Property Rights. From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to Pearson VUE, or in the course of receiving support and maintenance (“Feedback”). Pearson VUE may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on Intellectual Property Rights or otherwise. No Feedback will be considered your confidential information, and nothing in this Agreement limits Pearson VUE's right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

Support

Pearson VUE may provide support for Navigator from time to time, but has no obligation to do so.

General

This Agreement will be deemed executed in and pursuant to the internal laws of the State of Minnesota, U.S.A without giving effect to the principles of conflicts law thereof. You and Pearson VUE consent to the jurisdiction and venue of the state and federal courts of Minnesota, Hennepin County. If a provision of this Section is found to be invalid, illegal or unenforceable in any respect, the court may modify it to make such provision enforceable, the remainder of this Agreement shall be valid, legal and enforceable to the extent permitted by applicable law. No failure of either party to exercise any power or right given either party hereunder or to insist upon strict compliance by either party with its obligations hereunder, and no custom or practice of the parties at variance with the terms hereof shall constitute a waiver of either party's right to demand exact compliance with the terms hereof. You agree and warrant that you will not export or re-export Navigator in violation of any export control laws of the United States or of any other country, and agree to indemnify Pearson VUE for any breach of this provision and warranty.