License Agreement

Last updated: April 12, 2016

Typing Test Pro Institutional License Agreement

This is a legal agreement ("Agreement") between you, the online Service Subscriber, and Typing Master Finland Ltd. By using this online Service you are consenting to the terms of this Agreement and make it binding upon yourself and the company you represent. You represent that you have the authority to enter into this Agreement. If you do not agree to the terms of this Agreement, do not use this online Service.

1. DEFINITIONS: As used in this Agreement;

  1. "Licensor" means Typing Master Finland, Ltd., the developer, intellectual property rights owner, and publisher of Typing Test Pro service, whose registered office is at Eerikinkatu 4 A 16, 00100 Helsinki, Finland.
  2. "Service" means the Typing Test Pro online typing test service.
  3. "The Subscriber" means the customer institution named in the registration, who has authorized the acceptance of this License Agreement and whose representative has completed the registration and has an Account ID and Password to gain access to the Service as a test administrator.
  4. "Test Result" means typing test results saved on the server database and/or an email generated by the test and sent to the test administrator’s email address.
  5. "Test Taker" means any individual person who takes the Subscriber administered typing test and whose Test Results are stored on the server database.
  6. "Active Typing Test" means online typing test configured by the Subscriber and made available for Test Takers online.
  7. "Permitted Output" means the Subscriber configured and administered online typing test and Test Takers’ typing test result data.
  8. "Order Form" means the online form that a prospective the Subscriber must complete in order to purchase the Service and become a Subscriber.
  9. "Subscription Period" means the period of time, selected by the Subscriber upon placing the order, during which the Subscriber will have access to the Service.
  10. Where used herein the term "You" or "you" shall refer to the Subscriber.

2. SCOPE: Your Subscription will provide you with access to the Service for the duration of your Subscription Period for purposes of configuring and administering online typing tests. The Service is licensed, not sold, to you by the Licensor for use strictly in accordance with the terms of this Agreement.

3. LICENSE AND RESTRICTIONS: In consideration of the subscription fees paid, TypingMaster hereby grants to the Subscriber a limited, non-exclusive, non-transferable license to use the Service during the Subscription Period.

Your subscription type defines allowed total number of Test Takers per month and the number of Active Typing Tests as follows:

  1. Lite subscription: One (1) Active Typing Test, two hundred (200) test takers per month
  2. Standard subscription: Two (2) Active Typing Tests, five hundred (500) test takers per month
  3. Premium subscription: Five (5) Active Typing Tests, one thousand (1000) test takers per month
  4. Premium+ custom subscription: Number of active typing tests and maximum number of test takers per month defined upon ordering

The number of tests taken by each Test Taker and Test Results stored is not limited by the license.

The Service shall be used solely by the Subscriber for its own business purposes so long as such business purposes DO NOT include generation of revenue from the sales of Permitted Output. You agree to use reasonable efforts to protect against unauthorized use of the Service. All rights not specifically granted in this Agreement are reserved by the Licensor.

For practical and legal purposes, any pre-employment test is best used as one of multiple points of consideration for employment, rather than as the sole determinant.

3.1 UNLESS OTHERWISE EXPRESSLY PERMITTED HEREIN YOU MAY NOT:

  1. reverse engineer, decompile, deconstruct or otherwise decode any portion of the Service
  2. make derivative works including but not limited to translations, adaptations, arrangements or any other alteration (each of which would become the property of TypingMaster or its the Licensors, as applicable) of the Service;
  3. modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Service.
  4. license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Service or make the Service available to any third party;
  5. allow another person or entity to use your login information (Account ID and Password);
  6. enter into any reseller, distribution or third party arrangements for distribution of Permitted Output such as, but not limited to, electronic, on line, subscription, "fee for service" or general, uncontrolled availability to the public without an explicit prior written agreement with the Licensor;
  7. remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of the Licensor or its affiliates, partners and suppliers.

4. INTELLECTUAL PROPERTY

The Service, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of the Licensor.

5. YOUR SUGGESTIONS

Any feedback, comments, ideas, improvements or suggestions (collectively, "Suggestions") provided by you to the Licensor with respect to the Service shall remain the sole and exclusive property of the Licensor.

The Licensor shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to you.

6. MODIFICATIONS TO SERVICE

The Licensor reserves the right to modify, suspend or discontinue, temporarily or permanently, the Service or any service to which it connects, with or without notice and without liability to you.

7. UPDATES TO SERVICE

The Licensor may from time to time provide enhancements or improvements to the features/functionality of the Service, which may include patches, bug fixes, updates, upgrades and other modifications ("Updates").

Updates may modify or delete certain features and/or functionalities of the Service. You agree that the Licensor has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Service to you.

You further agree that all Updates will be (i) deemed to constitute an integral part of the Service, and (ii) subject to the terms and conditions of this Agreement.

8. THIRD-PARTY SERVICES

The Service may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services ("Third-Party Services").

You acknowledge and agree that the Licensor shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Licensor does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.

Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

9. PRIVACY POLICY

The Licensor collects, stores, maintains, and shares information about you in accordance with its Privacy Policy, which is available at http://pro.typingtest.com/privacy.html. By accepting this Agreement, you acknowledge that you hereby agree and consent to the terms and conditions of our Privacy Policy.

10. TERM AND TERMINATION: The Term of the license granted herein shall be for the Subscription Period you select in the Order Form. Subject to Sections 10.1 and 10.2 and 10.3, you may terminate or cancel your Subscription at any time. Upon termination or expiration of the Subscription, the Subscriber’s access to the Service is discontinued. If you fail to comply with any provision of the Agreement at any time, you will be in default and termination of the Subscription will be automatic, without notice and without refund from TypingMaster, and without recourse to any judicial authority. Upon termination by TypingMaster for the Subscriber default, you must cease all use of the Service. The Licensor may also seek any other legal and equitable remedies it deems necessary.

10.1 TERMS OF MONTHLY SUBSCRIPTION PURCHASES: The term of a monthly subscription is 30 days from the date of first activation of the Service by the Subscriber. A monthly license is billed at the time of purchase and is automatically renewed at the end of the license term. You must renew subscription before the expiration date to maintain uninterrupted access to the Service. After termination, the Subscriber’s user information will be kept on the Licensor’s server for a minimum period of six (6) months in case the Subscriber later wants to renew its subscription, or removed permanently upon the Subscriber’s request.

License Fees are non-refundable. The Licensor reserves the right to discontinue providing the Service at any time.

10.2 TERMS OF ANNUAL SUBSCRIPTION PURCHASES: The term of an annual subscription is 365 days from the date of first activation of the Service by the Subscriber. An annual license is billed at the time of purchase and is not automatically renewed at the end of the license term. You must renew subscription before the expiration date to maintain uninterrupted access to the Service. After termination, the Subscriber’s user information will be kept on the Licensor’s server for a minimum period of six (6) months in case the Subscriber later wants to renew its subscription, or removed permanently upon the Subscriber’s request.

Your first subscription to the Service may be cancelled within 30 days from the date of first activation of the Service, and in such case is fully refundable. The Subscriber’s cancellation notice must be communicated in writing by email or by mail. Phone calls/messages will not be accepted. The Licensor will confirm the Subscriber’s cancellation request within three business days of the submission/receipt of request. After first 30 contract days or with subscription renewals, License Fees are non-refundable.

In the event that the Licensor terminates this Agreement for reasons other than the Subscriber’s breach of this Agreement, the Subscriber will be refunded the pro rata portion of any license fees the Subscriber has paid for any remaining period of the Agreement from the date of termination.

You understand and agree that cancellation of your Subscription and the refund as described above, are your sole rights and remedies with respect to any dispute with the Licensor. The Licensor reserves the right to discontinue providing the Service at any time.

10.3 TERMS OF OTHER SUBSCRIPTION PURCHASES: The subscription period starts from the date of activation of the Service by the Subscriber. Subscriptions are billed at the time of purchase and are not automatically renewed at the end of the license term. You must renew subscription before the expiration date to maintain uninterrupted access to the Service. After termination, the Subscriber’s user information will be kept on the Licensor’s server for a minimum period of six (6) months in case the Subscriber later wants to renew its subscription, or removed permanently upon the Subscriber’s request.

License Fees are non-refundable for subscriptions for periods less than 365 days.

In the event that the Licensor terminates this Agreement for reasons other than the Subscriber’s breach of this Agreement, the Subscriber will be refunded the pro rata portion of any license fees the Subscriber has paid for any remaining period of the Agreement from the date of termination.

11. SHARING OF ACCOUNT ID AND PASSWORD: You are responsible for safeguarding the use of your individual Account ID and Password. In the event it is discovered that your individual Account ID and Password is also being used by another person or entity other than the Subscriber, the Licensor in its sole discretion, may terminate your Subscription immediately without refund or bill you for another Subscription.

12. INDEMNIFICATION

You agree to indemnify and hold the Licensor and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your: (a) use of the Service; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.

13. NO WARRANTIES

The Service is provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, The Licensor, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Licensor provides no warranty or undertaking, and makes no representation of any kind that the Service will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Licensor nor any Licensor's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Licensor are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

The Licensor reserves the right to interrupt access to the Service at any time to conduct routine and emergency maintenance as needed and therefore the Licensor does not guarantee that you will be able to access or use the service at all times. Due to the inherent nature of the internet, the Licensor does not guarantee uninterrupted or error-free service and does not guarantee that the Subscribers will be able to access or use the Service at the time or location of their choosing or that the Licensor will have adequate capacity for the Service as a whole or in a specific geographic area. Access may be limited, especially during peak times. Finally, it is agreed that the Licensor cannot be held responsible for unauthorized entry by third parties to its website or the misappropriation and dissemination of client information resident on the Licensor's system by such "hackers". The Licensor will continue to take commercially reasonable and appropriate steps to maintain the integrity and confidentiality of client data.

Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.

14. LIMITATION OF LIABILITY

Notwithstanding any damages that you might incur, the entire liability of the Licensor and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Service.

In no event shall the Licensor be liable to you or any other person, regardless of the cause, for the effectiveness or accuracy of the Service or for any special, direct, indirect, incidental or consequential damages arising from or occasioned by your use of or your inability to use the Service even if advised of the possibility of such damages. Your sole and exclusive remedy for any dispute with the Licensor is the cancellation of your subscription as detailed above in section 10. In the event the foregoing is found by a court of competent jurisdiction to be ineffective, you hereby agree that the licensor’s maximum liability for any claim arising in connection with the Service, whether in contract, tort (including negligence) or otherwise shall not exceed the subscription fees paid by you for the Service.

Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

15. SEVERABILITY

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

16. WAIVER

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute waiver of any subsequent breach.

17. AMENDMENTS TO THIS AGREEMENT

The Licensor reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

18. GOVERNING LAW

The laws of Finland, excluding its conflicts of law rules, shall govern this Agreement and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws.

19. CONTACT INFORMATION

If you have any questions about this Agreement, please contact us.

20. ENTIRE AGREEMENT

The Agreement constitutes the entire agreement between you and the Licensor regarding your use of the Service and supersedes all prior and contemporaneous written or oral agreements between you and the Licensor. You acknowledge that you have read this agreement in full including the limited warranty and limitation of liability and that you understand it and agree to be bound by its terms and conditions. You also agree that: (i) No oral or written information or advice given by the Licensor, its dealers, distributors, resellers, agents or employees shall in any way increase the scope of this agreement or its Limited Warranty, and you may not rely on any such information or advice. (ii) Unless a written overriding agreement signed by you and the Licensor exists, this Agreement is the complete and exclusive statement of agreement of the Licensor and you relating to the subject matter, and supersedes all proposals, oral or written, and any other communications you may have had prior to purchasing this license.

You may be subject to additional terms and conditions that apply when you use or purchase other Licensor's services, which the Licensor will provide to you at the time of such use or purchase.