Terms and Conditions

EXAMFX, INC. TERMS AND CONDITIONS

THE TERMS AND CONDITIONS SET OUT BELOW ARE A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU, THE PERSON NAMED IN THE ACCOUNT, AND EXAMFX, INC. (“EXAMFX”) AND GOVERN YOUR USE OF EXAMFX MATERIAL, WHETHER DELIVERED BY SHIPMENT OR ACCESSED ONLINE, INCLUDING, BUT NOT LIMITED TO, EXAMFX CURRICULUM, BOOKS, COURSE CONTENT, INSTRUCTIONAL AND TEST PREPARATORY MATERIALS, VIDEOS, TUTORIALS, TESTING AND ASSESSMENT MATERIALS, AND RELATED EXAMFX RESOURCES AND SERVICES (COLLECTIVELY REFERRED TO HEREIN AS “EXAMFX PRODUCTS”) MADE AVAILABLE TO YOU BY EXAMFX, INCLUDING BUT NOT LIMITED TO, THROUGH EXAMFX’S ONLINE E-LEARNING SERVICES (“EXAMFX E-LEARNING SERVICES”). YOU MUST AGREE TO THESE TERMS BEFORE ESTABLISHING AN ACCOUNT WITH EXAMFX AND BEFORE YOU ACCESS ANY EXAMFX PRODUCTS. BY AGREEING TO THESE TERMS, YOU ARE CERTIFYING THAT YOU ARE THE PERSON NAMED IN THE ACCOUNT. TO AGREE TO THESE TERMS, CLICK “AGREE.” IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK “AGREE” AND, INSTEAD, CONTACT EXAMFX CUSTOMER SERVICE. IF YOU DO NOT CLICK “AGREE”, YOU WILL NOT BE ABLE TO CREATE AN ACCOUNT WITH EXAMFX AND YOU SHOULD NOT ACCESS THE EXAMFX PRODUCTS.

YOUR EXAMFX ACCOUNT

Prior to creating an account with ExamFX (“Account”), you will be required to provide certain information. Upon establishing an Account, you will be provided by ExamFX with a username and access code or product code. When establishing your Account, You agree to provide complete and accurate information to ExamFX and to permit ExamFX to store and use your registration data for use in maintaining your Account. You agree to protect your username and password, as well as any access codes and product codes provided by ExamFX, and not share them with others or permit any unauthorized use of the ExamFX Products or ExamFX E-learning Services. By establishing an Account, you certify and represent that you will be the person taking the course(s) or assessment(s) for which you have registered and that any attestations which you are required to complete in connection with the foregoing will be completed only by you.

INTELLECTUAL PROPERTY

You understand and agree that ExamFX Products and ExamFX E-learning Services each constitute intellectual property and proprietary material that is owned by ExamFX or its licensors and is protected under intellectual property laws in the United States and other countries, which includes, but is not limited to, copyright. All rights not expressly granted to you under this Agreement are reserved by ExamFX and its licensors. ExamFX, Inc. and other ExamFX trademarks, service marks, graphics, and logos used in connection with the ExamFX Products and ExamFX E-learning Services are trademarks or registered trademarks of ExamFX, Inc. in the United States and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the ExamFX Products and ExamFX E-learning Services may be the trademarks of their respective owners. ExamFX and its licensors do not grant to you any right or license in connection with any of the foregoing trademarks, service marks, graphics, or logos.

LICENSE TERMS

ExamFX Products made available to you by ExamFX are licensed, and not sold, to you, subject to the terms of this Agreement and your timely payment of any fees due and payable by you to ExamFX. Your license to use ExamFX Products is subject to your prior acceptance of this Agreement and you agree that these terms will apply to each ExamFX Product, including any updates or enhancements thereto. You are not authorized to assign or transfer this license or your access code, username, or password to any other person or entity. Other than the rights granted to you in this Agreement, ExamFX grants you no other rights. You agree not to copy, modify, rent, lease, loan, sublicense, sell, distribute, disassemble, decompile, reverse engineer, or create any derivative works of or based on the ExamFX Products or ExamFX E-learning Services (except as and only to the extent that the foregoing restrictions is not permitted under applicable law or to the extent permitted by the license terms of any open-source components included with the ExamFX Products or ExamFX E-learning Services). You agree to use ExamFX Products and ExamFX E-learning Services only as permitted under this Agreement. Any violation of these terms may subject you to civil and criminal penalties, prosecution, monetary damages, and the immediate termination of your license to use ExamFX Products and ExamFX E-learning Services. If ExamFX reasonably suspects that you have violated this Agreement, or if you have not paid fees any fees that are due and payable by you to ExamFX, then, without notice to you, ExamFX may terminate this Agreement, the license, and your account and deny you further access to ExamFX Products and ExamFX E-learning Services. Upon termination of this license, you shall cease all use of the ExamFX Products and ExamFX E-learning Services and remain liable for paying all amounts that may be due and payable by you to ExamFX. ExamFX reserves the right to modify, suspend, remove, or disable access to any ExamFX Products or ExamFX E-learning Services at any time without notice and in no event will ExamFX be liable for making any such changes.

COMPLIANCE WITH LAWS; EXPORT

You agree to comply with all applicable federal, state, and local laws, including without limitation, all applicable laws in the jurisdiction where you reside, in your use of ExamFX Products and ExamFX E-learning Services. You will not use the ExamFX Products and ExamFX E-learning Services in any way that is prohibited by U.S. law or that would violate U.S. export regulations. You may not use or otherwise export or re-export the ExamFX Products except as is permitted under U.S. laws and the laws of the jurisdiction where you reside. ExamFX Products may not be exported into any U.S. embargoed countries or to anyone on the U.S. Government’s list of specially designated nationals or denied persons or entities. You warrant that you are not located in any such country or on any such list.

GOVERNMENT USE

ExamFX Products and ExamFX E-learning Services were developed using private funds and are “Commercial Items” as defined in 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation.” Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, such Commercial Computer Software and Commercial Computer Software Documentation are being licensed to the U.S. Government solely as Commercial Items and only with those restricted rights granted to all other end-users pursuant to the terms of this Agreement. Unpublished-rights reserved under the copyright laws of the United States.

USE OF LINKS

ExamFX may include material from third parties or include links to third party websites in its ExamFX Products. Such material is provided as a convenience to you and ExamFX assumes no liability or responsibility for such third party materials or websites.

DISCLAIMER OF WARRANTIES

EXAMFX PRODUCTS AND EXAMFX E-LEARNING SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, AND EXAMFX HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE EXAMFX PRODUCTS AND EXAMFX E-LEARNING SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN STATEMENT BY ANY EXAMFX EMPLOYEE OR REPRESENTATIVE SHALL CREATE A WARRANTY OR MODIFY THIS SECTION. CERTAIN JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, SO THE FOREGOING EXCLUSION MAY NOT APPLY TO YOU. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR YOUR INABILTY TO USE, EXAMFX PRODUCTS AND EXAMFX E-LEARNING SERVICES IS AT YOUR SOLE RISK. EXAMFX DOES NOT WARRANT FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN EXAMFX PRODUCTS OR FOR ANY ERRORS, OMISSIONS, OR ANY OUTCOMES RELATED TO YOUR USE OF EXAMFX PRODUCTS. EXAMFX TAKES PRECAUTIONS TO PROTECT EXAMFX PRODUCTS AND EXAMFX E-LEARNING SERVICES, BUT MAKES NO WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB, OR OTHER SUCH COMPUTER PROGRAM. EXAMFX DOES NOT GUARANTEE OR WARRANT THAT YOUR USE OF EXAMFX E-LEARNING PRODUCTS OR EXAMFX E-LEARNING SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. EXAMFX PRODUCTS ARE PROVIDED TO YOU WITH THE UNDERSTANDING THAT EXAMFX IS NOT RENDERING TO YOU ANY LEGAL, ACCOUNTING, OR OTHER PROFESSIONAL SERVICE OR ADVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. LIMITATION OF LIABILITY IN NO EVENT WILL EXAMFX, INC. ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOSS OF DATA, OR BUSINESS DISRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE EXAMFX PRODUCTS AND EXAMFX E-LEARNING SERVICES, INCLUDING BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR ANY LOSS OR DAMAGE OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. CERTAIN JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND IN SUCH JURISDICTIONS, EXAMFX’S LIABILTY SHALL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW.

In no event shall ExamFX’s total liability to you for all damages exceed the amount of one hundred dollars ($100.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

INDEMNIFICATION

By accepting this Agreement and using the ExamFX Products and ExamFX E-learning Services, you agree that you will indemnify and hold ExamFX, its directors, officers, employees, affiliates, agents, contractors, principals, and licensors harmless in connection with any claim arising out of your breach of the terms of this Agreement, your use of the ExamFX Products and ExamFX E-learning Services, or any action taken by ExamFX to protect its intellectual property, including, but not limited to, suspension or termination of your access to ExamFX Products and ExamFX E- learning Services.

MISCELLANEOUS

ExamFX reserves the right to update and modify the terms of this Agreement without advance notice to you and such changes will be effective immediately when posted on this site and will govern your continued use of ExamFX Products and ExamFX E-learning Services.

This Agreement is governed by the laws of the State of Kansas, U.S.A., without giving effect to its conflict of law provision. Exclusive jurisdiction for any claim arising out of this Agreement will be in the courts of the State of Kansas, U.S.A. The parties each waive any rights to a jury trial for any claim or cause of action arising out of this Agreement. No ExamFX employee or representative has any right or authority to modify, whether orally or in writing, the terms of this Agreement, unless such modification is in a written agreement signed by an authorized representative of each party.

This Agreement is the entire and exclusive agreement between ExamFX and you regarding your use of ExamFX Products and ExamFX E-learning Services and replaces any prior agreements between you and ExamFX regarding the subject matter herein. If any part of this Agreement is determined to be invalid or unenforceable, the remaining portions shall remain in full force and effect. ExamFX’s failure to enforce any right under this Agreement will not constitute a waiver of such right or of any other right under this Agreement. ExamFX is not responsible for failing to fulfill its obligations hereunder for reasons that are outside of ExamFX’s control.

ExamFX reserves the right to take steps ExamFX believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You agree that ExamFX has the right, without liability to you, to disclose any registration data and/or account information to law enforcement authorities, government officials, and/or a third party, as ExamFX believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to ExamFX's right to cooperate with any legal process relating to your use of the Services and/or Products, and/or a third-party claim that your use of the Services and/or Products is unlawful and/or infringes such third party's rights).