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		Terms and Conditions of Use

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Terms and Conditions of Use TESTCOVER.COM LLC (“COMPANY”) PROVIDES THE SERVICES ON THIS WEB SITE, TESTCOVER.COM, (THIS “SITE”) SUBJECT TO YOUR ACCEPTANCE OF AND COMPLIANCE WITH THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU AGREE WITH THESE TERMS AND CONDITIONS, CLICK ON THE “ACCEPT” BUTTON TO ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS AND THAT YOU AGREE TO BE BOUND BY THEM. YOUR CONTINUED ACCESS AND USE OF THIS SITE ACKNOWLEDGES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, CLICK ON THE “DO NOT ACCEPT” BUTTON. BY DOING SO, YOU WILL NOT HAVE ACCESS TO AND USE OF THIS SITE. COMPANY RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CHANGE, MODIFY, ADD OR REMOVE ANY PORTION OF THESE TERMS AND CONDITIONS, IN WHOLE OR IN PART, AT ANY TIME. NOTIFICATION OF ANY CHANGES TO THESE TERMS AND CONDITIONS WILL BE POSTED ON THIS SITE. PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. This Terms and Conditions of Use Agreement (this “Agreement”) is by and between Company and You. This Agreement sets forth the terms and conditions of your access and use of this Site including, without limitation, your use of any software and accompanying documentation on this Site (the “Software”), the information and content available on or through this Site, and any other services provided by Company on or through this Site (collectively, the “Services”). Any future Services provided, directly or indirectly, by Company on or through this Site are subject to Company’s then current terms and conditions. For purposes of this Agreement, the term “You” shall mean the individual user of this Site, the user’s employer, and any parents, subsidiaries and affiliates of employer, and the term “Company” shall mean Company, its parents, subsidiaries, and affiliates. 1. Grant of License. Subject to the terms and conditions in this Agreement, upon payment of the latest subscription fee and for the duration of the latest paid subscription period, Company grants You a revocable, non-exclusive, non-transferable license to access and use this Site and the Services for internal business purposes only. You may access and use the Services solely through the user name, password, and any other form of identification assigned to You by Company or its representative when You subscribe to the Services. The Company reserves all rights not expressly granted herein. 2. Proprietary Rights. You acknowledge and agree that this Site and the Services available on or through this Site are the sole and exclusive property of Company or its licensors and are protected by patent, copyright, trademark, trade secret, and other intellectual property laws. All trademarks, service marks, trade names, and logos of Company are proprietary to Company. You represent and warrant to Company that You have the full right and authority to upload and submit any and all data, information, materials, and content in connection with your access and use of this Site and the Services. 3. Restrictions. Except as expressly provided herein, You shall not modify, copy, reproduce, distribute, adapt, translate, transmit, broadcast, display, publish, perform, sell, license, create derivative works from, commercially exploit, or otherwise use, in whole or in part, this Site, any web pages that comprise this Site, and the Services available on or through this Site. The Software shall not be used for third-party training, commercial time sharing, rental, service bureau use or any similar use. You shall not cause, suffer or permit the transmission, modification, alteration, disassembly, description, reverse engineering or decompilation of the Software or any portion thereof. 4. Availability of Services. Company may change, suspend, discontinue, impose limits on, or restrict your access to, any portion of this Site at any time, including the availability of any Services, without notice or liability to You. 5. Term and Termination. The license granted herein commences upon your fully paid subscription for the Services and continues in full force and effect unless earlier terminated in accordance with this Agreement. The license granted herein shall automatically terminate upon the expiration of your latest fully paid subscription, or Company’s termination of the license in its sole discretion, or Company’s termination or discontinuance of this Site or the Services in its sole discretion. Upon termination of the license, You must immediately cease all access and use of this Site. 6. Fees. You shall be responsible for the full payment of all subscription, use, and related fees for the Services. Company reserves the right to change its fees at any time for any reason without prior notice of such change to You. Any and all information, including personally identifiable information and credit card information, submitted by You for the payment of such fees shall be collected and transmitted by Company to a third party independent contractor not affiliated with Company for processing by such third party in connection with the payment of such fees. Any such information provided by You and transmitted by Company is encrypted for your protection. Notwithstanding the foregoing, Company does not make any representations or warranties regarding the security, privacy, confidentiality, or integrity of any information or other communications that are transmitted over the Internet. By providing information to Company through this Site, You expressly consent to Company’s use and transmission of such information over the Internet. Company shall not be liable for any acts or omissions of, or any violations of laws, statutes, rules, and regulations by, any third party service provider or independent contractor. 7. Privacy Policy. Company respects the privacy of all users of this Site. Please review Company’s Web Site Privacy Policy. 8. Prohibited Uses. You expressly agree not to access and use this Site and the Services in connection with any unauthorized, criminal or otherwise illegal activities or in a manner that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation. You shall at all times comply with all laws, rules and regulations with respect to your access and use of this Site and the Services. Company prohibits the unauthorized framing of any portion of this Site. Access and use of this Site and Services by unauthorized users is strictly prohibited. You are solely responsible for maintaining the security of any user name, password, or other form of authentication for obtaining access to the Services. 9. Indemnification. You shall defend, indemnify and hold Company and its officers, directors, shareholders, partners, members, direct and indirect parent, subsidiaries and affiliated companies, agents, attorneys and employees and their respective successors and assigns, harmless from, against and in respect of any and all losses, judgments, settlements, claims, fines, penalties, liabilities, damages, reasonable costs or expenses (including reasonable attorneys’ fees), actions, and causes of actions asserted against or incurred or sustained by Company or such other persons or entities arising out of, or resulting from, in whole or in part, any use by You of this Site, the Services, or the results obtained from the use of the Services, or any breach by You of this Agreement or the non-performance of any covenant, agreement or obligation to be performed by You under this Agreement. 10. DISCLAIMER OF WARRANTIES. THIS SITE AND THE SERVICES ARE PROVIDED “AS IS”. TO THE FULLEST EXTENT ALLOWED BY LAW, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THIS SITE AND THE SERVICES, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE CORRECTNESS, ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR CONTENT AVAILABLE ON OR THROUGH THIS SITE. COMPANY DOES NOT REPRESENT OR WARRANT THAT THIS SITE, ITS SERVER, THE SERVICES, OR THE SOFTWARE WILL BE AVAILABLE, UNINTERRUPTED, AND ERROR FREE OR FREE OF ANY VIRUSES, WORMS, DISABLING DEVICES, OR OTHER HARMFUL COMPONENTS, OR THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT ANY RESULTS OF THE SOFTWARE OR SERVICES ARE USEFUL, ACCURATE, CORRECT, COMPLETE, OR RELIABLE. ANY USE BY YOU OF THIS SITE, THE SERVICES, OR ANY RESULTS OBTAINED FROM THIS SITE, THE SOFTWARE, AND THE SERVICES IS AT YOUR OWN RISK. THIS SITE, INCLUDING ANY ADVERTISEMENTS THAT APPEAR ON THIS SITE, MAY PROVIDE LINKS TO OTHER WEB SITES AND OTHER WEB SITES MAY LINK TO THIS SITE. COMPANY DOES NOT HAVE CONTROL OVER SUCH EXTERNAL SITES AND SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, CONTENT, RELIABILITY, OR AVAILABILITY OF ANY ADVERTISING, CONTENT, PRODUCTS OR SERVICES FOUND, OFFERED ON, OR MADE AVAILABLE THROUGH SUCH EXTERNAL SITES OR THE CONFIDENTIALITY, SECURITY, OR PRIVACY OF ANY INFORMATION (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INFORMATION) YOU MAY PROVIDE OR IS REQUESTED FROM YOU BY THESE EXTERNAL SITES. ANY LINKS TO AND FROM THIS SITE TO THESE EXTERNAL WEB SITES DOES NOT CONSTITUTE OR IMPLY COMPANY’S RECOMMENDATION OR ENDORSEMENT OF ANY ADVERTISING, CONTENT, PRODUCTS, OR SERVICES FOUND, OFFERED ON, OR MADE AVAILABLE THROUGH THESE EXTERNAL SITES. 11. LIMITATIONS OF LIABILITY. IN NO EVENT WILL COMPANY OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOST PROFITS, LOST DATA, OR LOST USE, OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY DIRECT, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES THAT RESULT FROM ACCESS TO, USE OF, OR INABILITY TO USE THIS SITE OR THE SERVICES OR DUE TO ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE INTERNET, EVEN IF COMPANY OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR AN AMOUNT IN EXCESS OF THE LAST SIX (6) MONTHS OF FEES ACTUALLY PAID BY YOU FOR THE ACCESS AND USE OF THIS SITE AND THE SERVICES. 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws (both substantive and procedural) of the State of New Jersey, without the application of the conflict of laws principles, except that the federal laws of the United States of America shall be the governing laws, to the extent required, with respect to issues involving intellectual property rights. 13. Miscellaneous. This Agreement constitutes the entire agreement and sets forth the entire understanding between the parties hereto, with respect to the subject matter hereof, and supersedes all previous agreements, covenants, arrangements, discussions and negotiations, whether written or oral with respect thereto. No modification, waiver or amendment of this Agreement by Company shall be effective unless it is in writing and signed by an authorized signatory of Company. The waiver or failure of Company to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right. In the event any provision of this Agreement is held to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the validity and enforceability of the enforceable portion of any such provision and/or the remaining provisions of this Agreement shall not be affected thereby. You may not assign or delegate the performance of your duties and obligations under this Agreement to any person or third party without the prior written consent of Company.

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