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Master Services Agreement

2017 Schedule B - Assessments

 

 

 

 

1. DEFINITIONS

1.1 Aggregate Data means de-identified Company Processed Data.

1.2 Assessments are Content, including but not limited to, tests, assessments, surveys, and training courses.

1.3 Company Processed Data means any Client Data that Company processes, analyzes, integrates, normalizes, maps, aggregates, sorts, transforms or otherwise modifies, including any processed data that Company makes available to Client in connection with the Services.

1.4 Subscription Services means the Site, the Assessments, and access to the Assessments for End Users.

 

2. USE RIGHTS

2.1 Additional Restrictions. Client may use the Subscription Services report or assessment-generating features or functions that are intended to provide for the creation and export of reports or other data analytic output derived from Company Processed Data (Client Reports) for distribution of Client Reports to third parties, but, unless otherwise permitted by Company in writing, such Client Reports shall be so used and distributed only in furtherance of Client’s internal business purposes and associated research and publication activities, and not for commercial sale or distribution to third parties. For the avoidance of doubt, Client does not have the right to disclose or distribute to any third party Company Processed Data other than discrete components of Company Processed Data that may be included in Client Reports.

 

3. OWNERSHIP

3.1 Client Data Suitability. Client acknowledges and agrees that not all Client Data will be suitable for use in the Services and that Company retains the discretion to determine which Client Data will serve as the basis for the creation of Company Processed Data.

3.2 Company Right to Use Client Data. Client hereby grants to Company a fully paid-up, worldwide, right and license to process, analyze, integrate, normalize, compile, store, validate, aggregate, sort, manipulate, and create derivative works of Client Data, for the purpose of creating (i) Company Processed Data to provide the Services to Client, and (ii) Aggregate Data. Client acknowledges and agrees that Company has the unrestricted right to use the Aggregate Data for any purpose, in accordance with applicable law, including but not limited to quality assessment and improvements to the Services.

3.3 Effect of Termination. For avoidance of doubt: (i) Company’s right, title and ownership of the Company Processed Data (as defined above) existing as of the date of termination of this Agreement is perpetual and irrevocable and shall continue in effect notwithstanding the termination of this Agreement for any reason whatsoever and (ii) subject to the terms and conditions of this Agreement, including without limitation, the restrictions on use in Section 2.1 of this Schedule, Client’s right to use Client Reports (as defined above) will survive termination of this Agreement.

 

4. WARRANTIES, DISCLAIMERS, AND LIMITATION OF LIABILITY

4.1 Additional Disclaimer. CLIENT UNDERSTANDS AND AGREES THAT ANY ASSESSMENTS PROVIDED BY COMPANY, RESULTS OF THE INDIVIDUAL’S PERFORMING ANY ASSESSMENTS, AND THE INFERENCES DRAWN THEREFROM ARE BROAD MEASUREMENTS ONLY AND BY THEIR NATURE ARE SUBJECT TO VARYING INTERPRETATION. CLIENT UNDERSTANDS AND AGREES THAT WHILE COMPANY BELIEVES THAT THESE SERVICES CAN PROVIDE ONE REASONABLE MEASURE OF LIKELY INDIVIDUAL KNOWLEDGE IN CERTAIN AREAS OF HEALTH-CARE EMPLOYMENT, COMPANY DOES NOT WARRANT THE ACCURACY OF THE SERVICES OR THE SUITABILITY OF ANY INDIVIDUAL CANDIDATE FOR ANY PARTICULAR FIELD OF ENDEAVOR BASED ON SUCH CANDIDATE’S PERFORMANCE IN CONNECTION WITH THE SERVICES. CLIENT AGREES AND WARRANTS THAT, IN THE EVENT SERVICES ARE ADMINISTERED IN CONNECTION WITH ITS HIRING AND PERSONNEL DECISIONS, CLIENT WAIVES ANY CLAIMS AGAINST COMPANY BASED IN WHOLE OR IN PART ON THE SERVICES SUPPLIED BY COMPANY, OR ITS END USERS’ USE OF THE SERVICES, OR FROM THE INFERENCES DRAWN OR DECISIONS MADE BY CLIENT AS A RESULT OF ITS USE OF THE SERVICES.