The IDI License Agreement

IDI® 2025 LICENSE AGREEMENT

THIS LICENSE AGREEMENT ( “License”) is made by and between IDI, LLC (“Company”), as licensor, and the IDI® Qualified Administrator (“QA”), as licensee, effective as of the QA’s completion of the IDI® Qualifying Seminar or, with respect to QAs licensed prior to the implementation of this License, immediately from the date of the notice of this License (the “Effective Date”).

By clicking “I Agree” and using the Materials (as defined below), QA represents that they have read and understood the License and agrees to the terms and conditions of this License. We recommend that you print a copy of this License for future reference.

RECITALS

A. Company is in the business of, among other things, developing and marketing the Intercultural Development Inventory® (the “IDI®”), the information and all materials included under the IDI® analysis program and all materials associated with the IDI®, whether made available by means of the internet or otherwise, and all information and materials, films, videos, logos that are available as part of the IDI® Qualifying Seminar, including without limitation, IDI resources developed for QAs and versions of the foregoing made available by IDI to qualified administrators at any time (collectively, the “Materials”).

B. The QA, having completed the IDI® Qualifying Seminar, has been provided with a variety of background information and education regarding the Materials designed to educate and enable QA to prepare presentations, training, and consulting related to such QA’s use of the IDI® and the Materials.

C. QA has requested the right to use the Materials for educational purposes designed to foster and develop intercultural competence. QA may utilize the Materials either (1) internally as an employee or other staff member of an organization (“Enterprise ”); or (2) externally as a consultant to other organizations or individuals (each such organization and individual being a “Client”) (both Enterprises and Clients are referred to in this License using the term “Organization”).

‍NOW, THEREFORE, in consideration of the foregoing recitals, the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows

• Definitions. Capitalized terms used in this License shall have the meanings ascribed to such terms herein. An index of definitions is set forth in Section 25 of this Agreement.

• License and Linking to Website. During the Term hereof, Company hereby grants to QA, and QA hereby accepts, subject to the terms hereof and the supervision and approval of Company, a limited, nonexclusive, and nontransferable license to market and use the IDI® and the Materials in accordance with the express terms and conditions of this License (the “Intended Use”). This License is expressly limited to QA for the Intended Use. QA shall not modify or change the Materials without the prior written consent of Company, which the Company may grant, withhold, or condition  at Company’s sole discretion. QA is granted the limited permission to copy, solely for training and educational activities directed to Respondent End Users, IDI Reports and supporting materials for QA use, as made available from time to time by Company, directly relating thereto, (the “Limited Copyrights”). The license includes the right to use Company name, Company logo, and other trademarks and copyrights (“Intellectual Property”) described in this License as well as the right to link to Company website, www.idiinventory.com (the “Website”), consistent with the protocols established by Company and as set forth here. No individual or organization may use the Intellectual Property unless such individual or organization has one or more QAs employed or engaged by said organization who meet current licensing requirements pursuant to this License. This License amends, restates, and supersedes all prior license agreements between Company and QA.

• Terms and Conditions. QA agrees, acknowledges, and covenants to comply with the following terms and conditions (“Terms and Conditions”), each of which constitutes a material part of this License. Any violation of the Terms and Conditions is grounds for immediate termination of this License, in the sole discretion of Company.

  • Qualifications

    • Requirements. In order to qualify as a qualified administrator, QA shall:

      • Successfully complete the full duration of an IDI® Qualifying Seminar;
      • Review, observe and follow additional policies or information provided to QAs by Company via email and/or posted on the IDI® Website; and
      • Successfully complete any additional training and license updates, as required by Company, in its sole discretion (“Required Training”). Such Required Training may be offered in webinar form, as virtual training, and/or web-based programs on the Website.
    • Termination for Non-Compliance. Failure to comply with the requirements listed above in this Section 3.a.i shall result in the termination of the License.

  • Account Access

    • Account Access. QA and their authorized Respondents and/or Organizational Account Users shall access the Materials through the  Company’s internet-based platform (“Platform”). Company shall provide QA with administrative access to use the IDI® and Materials through an account on the Platform (“Account”). Company strives to ensure that the Platform and the Account are reasonably accessible by QA; however, Company is not responsible for any claims, damages, or other issues arising because the Platform and/or Account is not available.
    • Access Credentials (Username and Password).  Each Account is assigned to an individual user who must use valid credentials to access the account. Credentials may comprise an email address or other user name, together with a password meeting specified security requirements. Platform access also may require the user to provide a multi-factor authentication code or confirmation.  

    • QA Responsibilities. QA is solely responsible for

      • Ensuring the Account contact information is accurate and up to date;
      • Maintaining the security of the usernames and passwords;
      • Only allowing Organizational Account Users (as defined below) to use the Account
      • Any claims, disputes, or violations that arise from the unauthorized use or access of the Account.

    • Types of Accounts. There are two types of accounts:

      • Personal Account. Personal Accounts are restricted to access only by the licensed QA whose name is on the Account. .
      • Organizational Account. The “Organizational Account” is restricted to access only by the Personal Account holder (“Account Owner”) and those individuals named as Organizational Account Users. “Organizational Account Users” include (1) no more than three (3) Non-QAs and (2) any additional licensed QAs. If an Organizational Account User is no longer a part of the Organizational Account service, then the Primary QA makes the changes to add or remove Organizational Account Users within their Personal Account. Company reserves the right to add, change, or alter the types of Accounts at any time.
    • Company’s Right to Disable. Company reserves the right to permanently or temporarily disable and/or suspend any Account that is, or is believed to be, compromised, accessed by an unauthorized party at any time in its sole discretion, or used in a manner contrary to the provisions of this License.

  • Responsibilities when using the materials

    • Standards of Use. QA shall use the Materials and the Intellectual Property in an appropriate manner, as stipulated by, and consistent with, the requirements set forth in the IDI® Qualifying Seminar materials, best practices, any communications from Company (including webinars, newsletters, and email correspondence) and the information set forth on the Website or the Platform, as the same may be updated and modified from time to time hereafter. To ensure that QA maintains such quality standards, Company shall have the right at any time to inspect or audit any goods and/or services being sold or rendered in connection with QA’s use of the Intellectual Property or the Materials.

    • Permitted Use of IDI® and Materials. QA is permitted to use the IDI® and the Materials for:

      • IDI® Group Profile Reports, Group Profile Debrief, training and development directed to Respondent End Users, and other interventions based on IDI® Group Profile results;
      • IDI® Individual Profile Reports (“IPR”), Individual Profile Debrief; training and development directed to Respondent End Users, and other interventions based on IDI® Individual Profile results;
      • IDI® Individual Profile Review;
      • Intercultural Development Plan (“IDP”), provided it is used as required in Section 2(C)(5) below;
      • IDI® based individual coaching based on the IPR and the individual’s customized IDP;
      • Program evaluation purposes defined as pretest/posttest use of the IDI® to test the impact of an intervention on the “experimental” group and/or to compare IDI® pretest and posttests for “control” group(s) and the “experimental” group(s) respondents; and
      • Basic Research purposes in accordance with Section 2(C)(7) and except as stated in Sections 2(D)(5) and 2(D)(6).
    • Business to Business Use Permitted. Except with the specific and limited permission of the Company, QA shall only provide the IDI® and Materials through business-to-business relationships (e.g., schools, companies, agencies, etc.) and shall not provide the IDI® and Materials to the general public for individual assessments.
    • Client Project Responsibility. QA shall have the sole and full responsibility for completing (or making arrangements to complete) IDI®-related projects with their Organizations, and Company expressly undertakes no responsibility for same. QAs are responsible for generation of all IDI reports related to their IDI projects.
    • Individual Profile Report. In order to give an IPR and IDP to a Respondent, the QA shall (1) have a one-on-one individual Debrief session of a minimum of thirty (30) minutes or more with the Respondent (“Debrief Session”); and (2) discuss the IDP with the Respondent during the Debrief Session. The IDP can only be provided to the Respondent with the IPR at a Debrief Session.
    • Individual Profile Review. In order to have an IDI® Individual Profile Review administered, a QA must purchase and provide this product.
    • Demographic Questions. The IDI assessment includes standard demographic questions by default. These questions are optional, and the QA is responsible for either including the available demographic questions or opting out at the time of order.
    • Research Use. If QA conducts published research and writings or delivers public or professional presentations at conferences or other speaking engagements using the IDI® and/or the Materials (“Research”), then all such Research shall (1) comport with all applicable canons of professional scientific inquiry; (2) only be undertaken upon written notice to Company of intended Research using the Materials prior to conducting such studies or research; (3) ensure that the latest conceptualizations, protocols, and guidelines for using the Materials are incorporated in the study’s design and presentation/writing; and (4) provide proper attribution to the Company, pursuant to the guidance provided by the Company. QA shall send Company a copy of the published Research in which the Materials were used, including, but not limited to, the article or presentation.
    • QA Marketing. QA shall maintain professional standards in the representation of, with respect to all marketing, training, and educational efforts, the IDI® and the Materials as a licensed provider, and QA shall make clear that QA has no claim of ownership regarding same, and not create the impression, or allow for any confusion, among clients or others that the originator, developer, or owner of the IDI® and the Materials is anyone other than Company. QA consultants using the IDI® cannot offer or quote a price for the IDI® that is different from the fees charged to QAs from the Company.
    • Intellectual Property Notices. At all times QA shall cause notices for federal copyright and trademark protection of the Company’s intellectual property rights to appear in accordance with IDI instructions, as provided by IDI from time to time, each document from among the Materials, whether written or electronic, on the QA’s website as well as any and all related marketing or promotional materials and Research. When using the Intellectual Property, QA shall confirm Company’s copyright and trademark ownership and properly display, without modifying, hiding or otherwise changing, any and all copyright notices, trademark notices and/or Company logos that exist on or are used in connection with the Materials or any portion thereof.
    • Reproduction of Materials. Except for the Limited Copyrights, QA is prohibited from copying the Materials. QA shall not modify, change, or otherwise alter the Materials and shall administer them in their original form.

  • Prohibited Conduct

    • Personnel Selection Prohibited. QA is prohibited from using and shall permit others to use the IDI® or Materials for personnel selection purposes (“Selection”), to include Hiring Talent (identify and select talent for the organization), Placement of Talent (assign individuals to positions or new responsibilities within the workforce), and/or Promotion of Talent (identify and select individuals within the workplace for advancement).

    • Individual Profile Report Uses Prohibited.

      • QA is prohibited from sending a Respondent their IPR and the IDP unless QA conducts a Debrief Session, as required in Section 2(C)(5) above.
      • QA is prohibited from sending the IDP as a stand-alone document to Respondent. The IDP must be given to a Respondent together with the Respondent’s IPR during the Debrief Session.
      • QA must either provide a one- on-one Debrief Session in the format and following the protocols provided by the Company or, in the case of a respondent, for whom the Individual Profile Review course has been purchased, the QA may opt to provide the respondent with the Individual Profile Review course.  A group profile debrief may not be substituted for the Debrief Session or the Individual Profile Review course.
    • Use of Individual Profile Results Prohibited without Respondent’s Written Release. QA shall not copy or incorporate any portion of a Respondent’s IPR into another document, including, but not limited to, a presentation, power-point, article, book, learning module, video, research, or project without the express written release from the Respondent. QA shall keep a copy of the release for a minimum of five (5) years. Company shall not be held responsible for the QA’s use of the IPR in violation of this License.
    • Placing Respondents in Developmental Orientation Groups. QA shall not intentionally or unintentionally place, or order or group Respondents in any way that would disclose each Respondent’s IDI® orientation to a third party without their prior consent.
    • Changing Direct Email Prohibited. QA shall use an email address that QA solely monitors and shall not change QA’s email on QA’s Account to another person or department. Company uses this email to provide notice to QA about account and contract matters.
    • Research for Competition Prohibited. QA shall not use the IDI® and/or the Materials to test or support the development of a competing assessment or product.
    • Research for Validation and Testing Prohibited. QA shall not use the IDI® and/or Materials for purposes of validating, testing, or otherwise empirically supporting the development or use of other measures that purport to assess intercultural or cultural competence or sensitivity, cultural intelligence, cultural or diversity competence, effectiveness development, or any other similar purpose.

  • Data Privacy and Security Requirements

    • Definitions

      • “Data” is defined as any data submitted to and/or collected by the Company in any way, including, but not limited to, End User Data and Reports.
      • “End User Data” is defined as any data submitted to and/or collected by the Company from the End User, including, but not limited to, answers to the IDI® questionnaire, personal identifiable information (i.e. names, email, etc.).
      • “Reports” means information, data and other content that is derived by or through the Materials from processing End User Data, including but not limited to the IPR and IDP.
    • Privacy Policy and Terms of Service. It is suggested that QA have their own privacy policy and terms of service on the QA’s website, if applicable, with respect to their Respondents, Organizations, and other users of such website. The Company’s Privacy Policy and Terms of Service shall govern the use of the Platform and the collection of Data. QA shall comply with the Privacy Policy and Terms of Service, which are listed on the Website and incorporated herein. If the Respondent, Organization or any third party (each of the foregoing being an “End User”) accesses the Platform from the QA’s website, then QA must disclose to the End User that they are going to the Company’s Website, which is governed by the Company’s Privacy Policy and Terms of Service.
    • Controlling Agreements. QA is responsible for ensuring that the End User agrees to and complies with the License, Privacy Policy, and Terms of Service (collectively, the “Controlling Agreements”) and applicable law. QA may not enter into any agreements that conflict with the Controlling Agreements, including, but not limited to, agreements regarding the protection, access, or transfer of data. QA shall notify Company in writing immediately of any changes, differences, or amendments to the privacy policy (if any) or terms of service (if any) of QA or QA’s Organization that conflict with or expand Company’s Privacy Policy or Terms of Service as they relate to the collection and transfer of Data. QA shall inform Company within three (3) days if, in QA’s reasonable opinion, QA believes that any policies or procedures of Company violate the applicable law in the QA’s jurisdiction.
    • Data Access. Except if through the Organizational Account service, only QA may access the Data for the End User. QA shall remain solely responsible for maintaining  Data concerning QA’s End Users within the Platform. In order to protect the integrity of the IDI® results and to prevent misunderstanding of IDI® results, QAs are prohibited from sharing Data with other QAs or integrating IDI® results except through the Organizational Account service. QA acknowledges and expressly consents that Company may transfer or allow access to the Data to authorized subcontractors for processing.
    • Data Ownership. The Company will own any software developed as well as any insights, processes, or enhancements which are applicable to the Company’s business generally and are not specific to End User’s results. Further, the Company may, in its sole discretion, use the anonymized Data for any legal purpose, including, but not limited to, further research purposes. In accordance with the Controlling Agreements, End User has the right to request that their data be deleted at any time, however the End User may not request that the Company transfer their data to another party.

    • Data Privacy Protection. QA shall comply with (i) its privacy policy, the Organization’s privacy policies and confidentiality agreements, any other relevant agreements, policies and/or controls that are communicated to it from time to time by Company; and (ii) any applicable international, federal, state, or local laws, when using the Materials or handling, accessing, or using any Data. This includes but is not limited to:

      • Taking commercially reasonable steps to secure usernames, passwords, and all Data, whether in transit and/or storage;
      • Storing all IDI® Reports in a secure manner to ensure that they are not lost, stolen, shared, or compromised; and
      • Ensuring that email lists or other personally identifiable information for End Users are maintained in a secure manner and not used for unauthorized purposes.
    • Data Breach. QA must immediately, but within no more than twenty-four (24) hours, provide Company with written notice if QA becomes aware of any actual or suspected unauthorized use of QA’s credentials, username, password or Account and/or breach of security or its systems.
    • Data Removal. Upon request of a Respondent to delete or remove any Data associated with such Respondent or the request of an Organization for which QA is a consultant, employee or staff member to delete or remove any Data associated with such Organization or Respondents employed or affiliated with it, QA shall immediately provide the Company with written notice and comply with all instructions and required procedures. The Company shall not be required to delete or remove Data that (i) is not technically feasible; (ii) prohibited by applicable law; or (iii) has been anonymized. Subject to compliance with applicable laws and regulations and any separate agreements between the Company and any Organization, the Company maintains all Data for five (5) years from the date of its creation.
    • Extended Data Storage. In its sole discretion, but subject to compliance with applicable laws and regulations and any separate agreements between the Company and any Organization, Company may elect to maintain Data for longer than five (5) years. Requests for extended storage (beyond five (5) years) for Data concerning a particular Organization may be made by the Primary QA associated with such Organization. Such request must be submitted in writing, setting forth a legitimate reason for extended storage, to Company not less than one hundred and eighty (180) days prior to the expiration of the applicable five (5) year period.

  • Organizational Account

    • Organizational Account Service. Company offers Organizational Account service to Organizations in order to streamline the use of the Materials by QA within the Organization and allow for collaboration.

    • Leaving an Organization with Organizational Account. When the Account Owner leaves an Organization that uses an Organizational Account, QA must:

      • Name the new QA who will serve as the Account Owner for the Organizational Account, unless there is not another QA available within the Organization to take on that role. If that is the case, then the Account Owner must provide notice to the Company. The Company will remove the Account Owner from the Organizational Account, and the account will be inactive until the Organization contacts the Company with the name of a new QA who will serve as Account Owner for the Organization.
      • Ensure that QA’s contact information in the Organizational Account reflects the change.
      • Inform Company in writing that QA is leaving the Organization.
      • Cooperate and provide all authorizations required for the access to Data.
• Term. The term of this License shall be limited to the period commencing on the Effective Date through December 31 of the year in which the Effective Date occurred (the “Term”); provided, however, that this License, unless terminated in accordance with the terms of this License, shall automatically be extended for additional one (1) year periods commencing January 1, upon the QA’s: (i) continued compliance with the License and Terms and Conditions; and (ii) payment of all Charges (as defined below) for each such additional one (1) year period (“Renewal Term”).

• Charges

  • QA shall be responsible for payment of all applicable charges and costs as more fully set forth on the Website (collectively, the “Charges”), which Charges may change from time to time. Company reserves the right to charge (1) an annual license update fee; (2) an additional fee for the Organizational Account Service; (3) an hourly fee for ongoing compliance and regulatory matters if required by QA’s Organization; (4) service fees related to Data destruction, removal and/or reporting, including, but not limited to, litigation holds and document production requests; and (5) any other fees, as necessary, in Company’s sole discretion.
  • All Charges payable to Company under this Agreement are exclusive of taxes. QA shall be solely responsible for taxes (other than taxes based on Company’s net income or net worth) based on Charges payable under this Agreement, including, without limitation, sales and use taxes, whether such taxes are now or hereafter imposed under the authority of any federal, state, local or other taxing jurisdiction.
  • Charges are due upon the date of order of the Materials via a credit card payment. Amounts which are not paid to Company within thirty (30) days of the due date shall bear interest at the rate of one and one-half percent (1.5%) per month or the maximum amount permitted by law, whichever is less, and such interest shall be added to the amounts due to Company hereunder. If QA’s account is thirty (30) days or more past due, in addition to any of its other rights or remedies, the Company reserves the right to suspend QA’s access to the Platform and the Materials, without liability to QA, until all amounts owed by QA are paid in full.
  • QA shall be responsible for any and all costs of collection incurred by Company, including reasonable attorneys’ fees and costs, whether suit is filed thereon or not.
• Acceptance and Changes. QA’s continued acceptance of products and/or services of Company constitute QA’s acceptance of and agreement to all terms and conditions of this License. Company reserves the right to change the License, including the Charges, in its sole discretion. If any changes are made, Company will send QA an email notice, pursuant to Section 16 hereof, and such changes shall be effective immediately as of the date of the email notice. QA is required to provide an email that is in constant use and to regularly check the email from Company, which may provide for notices and changes. If a change is not acceptable to QA, QA may terminate this License pursuant to Section 7. QA’s continued acceptance of products and/or services of Company shall conclusively be considered to be QA’s acceptance of that change

• Termination

  • Either party may terminate this License upon thirty (30) days prior notice to the other, pursuant to Section 16; provided, however, that QA shall remain responsible for the payment of any earned but unpaid Charges, together with any accrued interest. Any fees due or paid for a renewal Term are not refundable. Notwithstanding the foregoing, Company shall have the right to immediately terminate this License (1) upon the material breach of this License by QA or by an Organization for which QA is the Account Owner; (2) in the event that Company has evidence that QA, its agents, or employees are engaged in criminal activity; (3) in the event that QA, its agents or employees are engaged in conduct or have engaged in conduct which substantially impairs the Intellectual property or the reputation and goodwill of IDI, the IDI®, or the Materials; or (4) for any other reason in its sole discretion. Upon termination, QA shall be required to cease and desist from using the IDI®, the Platform and the Materials. Company will not refund any of the Charges or fees due pursuant to Section 5.
  • Upon termination, if the QA wishes to be relicensed, QA must pass the current IDI® Qualifying Seminar to become licensed again. Company reserves the right to refuse to relicense a QA in its sole discretion.
• Materials. The parties acknowledge and agree that only QA, for so long as QA has abided by the terms and conditions of this License, shall have the right to purchase licensed copies of the Materials, which shall be purchased directly from Company through the Platform.
• Title. QA acknowledges that Company owns any and all copyright, trade secret, trademark and other proprietary rights in and to the Materials, including all modifications, derivative works and enhancements thereto.

• Warranty and Indemnity

  • IDI® and the Materials are based on the relevant research and insights of Company. Except as expressly provided in this License, Company makes no claim or warranty regarding the use of the Materials or the fitness or suitability of same for QA’s use, and QA remains solely responsible for the appropriate use of such Materials.
  • EXCEPT FOR THE EXPRESS WARRANTY SET FFORTH IN SECTION 10.c HEREOF, COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE PLATFORM, THE MATERIALS AND THE INTELLECTUAL PROPERTY, WHETHER EXPRESS OR IMPLIED, THAT MAY ARISE EITHER BY AGREEMENT BETWEEN THE PARTIES OR BY OPERATION OF LAW, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
  • Company warrants that it owns, or has obtained the right to make available to QA for the uses contemplated in this License, the Materials. Company agrees to indemnify, defend, and hold harmless QA, its employees, agents, and affiliates, from any and all claims, causes of actions, losses, damages, judgments, and liabilities (including reasonable attorneys’ fees and costs) arising from (i) a breach of the foregoing warranty; or (ii) any claim that the Materials infringe or violate any third party’s valid intellectual property rights.
  • QA agrees to indemnify, defend, and hold harmless Company and its members, officers, employees and agents from and against any and all claims, damages, losses, liabilities, and expenses (including but not limited to reasonable attorneys’ fees and costs) arising out of or relating, directly or indirectly, to the QA’s, its clients’, agents’, and/or representatives’ (i) use of the Materials; (ii) misuse of Data; (iii) breach of this License; or (iv) violation of any international, federal, state or local law, regulation, or ordinance.
  • NOTWITHSTANDING ANY PROVISIONS TO THE CONTRARY IN THIS LICENSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THIS LICENSE OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE MATERIALS; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
  • IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY ARISING OUT OF OR RELATED TO THIS LICENSE, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID BY QA TO COMPANY UNDER THIS LICENSE IN THREE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

• Confidentiality

  • Except to the extent consented to in writing by Company, QA agrees not to disclose at any time to any person or entity any confidential, proprietary or privileged information disclosed by Company to QA or known by QA as a consequence of or through QA’s relationship with Company, or which QA may now possess or may hereafter create or obtain about Company and its business and affairs (“Confidential Information”); provided, however, that the restrictions of this Section shall not apply: (i) as may be required in connection with the use of the Materials for the Organization or Respondent in compliance with the Intended Use, (ii) as may otherwise be required by law, or (iii) to the extent such information shall have otherwise become publicly available.
  • Upon request of Company, the Confidential Information shall be immediately destroyed if in writing or deleted if electronic and not maintained. Upon compliance with this Section 11(B), QA shall promptly provide written certification to Company of such compliance.
  • QA shall maintain strict confidentiality of Data and take appropriate security measures to protect such Data. In furtherance thereof, QA shall enter into strict confidentiality agreements with the Organization or Respondent to ensure the confidentiality of same.
• Binding Effect. This License and the rights and obligations arising hereunder shall inure to the benefit of, be binding upon and enforceable by QA and Company and their respective successors and permitted assigns. It is understood and agreed that neither party shall be entitled to circumvent this License (including, without limitation, the provisions hereof relating to Confidential Information) by acting, directly or indirectly, by or through one or more of such party’s principals, owners, employees, agents, affiliates, subsidiaries, or other related persons or entities under such party’s supervision or control.
• Waiver. The waiver of any right in this License shall be in writing and signed by the party against whom enforcement is sought. The waiver of any right in this License shall not be a waiver of any other right in this License.
• Arbitration. Except for actions by Company arising from non-payment of the Charges or any other payment due under this License, and requests for injunction or other extraordinary relief, each of which may be pursued in a court of law having competent jurisdiction, any dispute arising out of or in connection with the relationship of the parties and/or this License shall be resolved by binding arbitration conducted by an arbitrator. To commence arbitration, the party desiring arbitration shall notify the other party in writing of its desire to arbitrate, which shall include a brief description of the disputes and/or issues to be arbitrated (“Arbitration Notice”). If the parties are unable to mutually agree upon the selection of the arbitrator within thirty (30) days of the Arbitration Notice, then one shall be appointed and the arbitration shall be conducted pursuant to Title 3, Subtitle II of the Courts and Judicial Proceedings Article, Annotated Code of Maryland. The arbitration proceedings shall be conducted in Montgomery County, Maryland. The arbitrator shall not contravene or vary in any respect any of the terms and provisions of this License. The award of the arbitrator shall be final and binding upon the parties hereto, their heirs, administrators, executors, successors, and assigns, and a judgment upon such award shall be entered in any court having jurisdiction. In any proceeding, whether in court or in arbitration, the court or arbitrator may award to the prevailing party, as a recovery from the other party, all expenses, including but not limited to reasonable attorneys’ fees and/or the arbitrator’s fees incurred in instituting or defending such action.
  ‍
  QA AGREES THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON ANY INDIVIDUAL BASIS; CLASS ARBITRATION AND CLASS ACTIONS ARE NOT PERMITTED AND QA AGREES TO GIVE UP THE ABILITY TO PARTICIPATE IN CLASS ACTION.
• Relationship of Parties. Nothing in this License is intended to, or shall be deemed to, constitute a partnership, franchise, or joint venture between the parties, and neither party will hold the other party out as a partner or joint venturer. Company and QA are independent contractors; neither party is the agent, representative, or employee of the other party, and nothing in this License will be construed to create any relationship between them other than an independent contractor relationship. Neither party will have any responsibility nor liability for the actions of the other party except as expressly provided herein. Neither party will have any right or authority to bind or obligate the other party in any manner or make any representation or warranty on behalf of the other party.
• Notices. Any notice required or desired to be given pursuant to this License shall be (1), to the QA, in the form of email and shall be deemed duly served for all purposes if sent to the QA’s email address listed by the QA currently in the “My Account” page on the Platform; or (2) to Company, if sent (a) certified mail, postage prepaid, return receipt requested; or (b) an overnight or express courier service that provides written confirmation of delivery to P.O. Box 4305, Silver Spring, MD 20914or to such other address as Company may designate to QA from time to time. Any notice given by email as provided in this section shall be deemed given as of the date emailed. QA is solely responsible for ensuring that Company has the correct email address and cannot unsubscribe from Company emails, alerts, and notices.
  
• Assignment. QA shall have no right to delegate, subcontract, assign, or transfer this License or any interest in or rights or duties under this License. Company shall have the right to delegate, subcontract, assign, or transfer any interest in or duties under this License.
  
• Applicable Law; Exclusive Venue. This License, together with the relationship between Company and QA hereunder, shall be construed in accordance with and governed by the laws of the State of Maryland of the United States of America. Any dispute arising with regard to this License or such relationship, which is not subject to the binding arbitration provisions set forth in Section 14 above, shall be exclusively determined by the federal or state courts having jurisdiction over Montgomery County, Maryland and all parties hereby agree to submit themselves to the jurisdiction of such courts.
• Entire Agreement. This License, the Terms of Service, and the Privacy Policy, constitutes the entire agreement of the parties and supersedes any prior or contemporaneous understanding, agreement with respect to the products and services described herein, or license agreement, including, but not limited to, the 2010 License Agreement, the 2013 License Agreement, the 2018 License Agreement, and the 2023 License Agreement. To the extent that the Terms of Service, Privacy Policy or any other agreement between Company and QA and/or Organization conflicts with the License, the License shall control.
• Third Parties. No provision of this License shall be deemed to confer upon any other person or entity any remedy, claim, liability, reimbursement, cause of action, or other right whatsoever.
• Survival. Section 3, as well as Section 9 through Section 24 shall survive the expiration or termination of this License.
• Recitals. The Recitals set forth above are incorporated herein by reference and are expressly acknowledged and agreed to by the parties hereto.
• Headings. Any paragraph headings or captions contained in this License shall be for convenience of reference only and shall not affect the construction or interpretation of any provision of this License. Wherever in this License the singular number is used, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders, and vice versa, as the context shall require.
• Savings Provisions. In the event any one or more of the provisions contained in this License are held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this License shall be construed as if such invalid, illegal, or unenforceable provision had not been contained herein.
• Definitions. The following terms are defined in this Agreement as set forth below:
  
  “Account” has the meaning given to such term in Section 3.b.i.
  
  “Account Owner” has the meaning given to such term in Section 3.b.iv.
  
  “Arbitration Notice” has the meaning given to such term in Section 14.
  
  “Charges” has the meaning given to such term in Section 5.a.
  
  “Client” has the meaning given to such term in Recital C.
  
  “Company” has the meaning given to such term in the preamble.
  
  “Confidential Information” has the meaning given to such term in Section 11.a.
  
  “Controlling Agreements” has the meaning given to such term in Section 3.d.iii.
  
  “Data” has the meaning given to such term in Section 3.e.i.1.
  
  “Debrief Session” has the meaning given to such term in Section 3.c.vii.
  
  “Effective Date” has the meaning given to such term in the preamble.
  
  “End User” has the meaning given to such term in Section 3.d.ii.
  
  “End User Data” has the meaning given to such term in Section 3.e.i.2.
  
  “Enterprise” has the meaning given to such term in Recital C.
  
  “IDI” has the meaning given to such term in Recital A.
  
  “IDP” has the meaning given to such term in Section 3.c.ii.4.
  
  “Intellectual Property” has the meaning given to such term in Section 2.
  
  “Intended Use” has the meaning given to such term in Section 2.
  
  “IPR” “has the meaning given to such term in Section 3.c.ii.2.
  
  “License” has the meaning given to such term in the preamble.
  
  “Limited Copyrights” has the meaning given to such term in Section 2.
  
  “Materials” has the meaning given to such term in Recital A.
  
  “Organization” has the meaning given to such term in Recital C.
  
  “Organizational Account” has the meaning given to such term in Section 3.b.iv.2.
  
  “Organizational Account User” has the meaning given to such term in Section 3.b.iv.
  
  “Platform” has the meaning given to such term in Section 3.b.i.
  
  “QA” has the meaning given to such term in the preamble.
  
  “Renewal Term” has the meaning given to such term in Section 4.
  
  “Reports” has the meaning given to such term in Section 3.e.i.3.
  
  “Required Training” has the meaning given to such term in Section 3.a.i.3.
  
  “Research” has the meaning given to such term in Section 3.c.viii.
  
  “Selection” has the meaning given to such term in Section 3.d.i.
  
  “Term” has the meaning given to such term in Section 4.
  
  “Terms and Conditions” has the meaning given to such term in Section 3.
  
  “Website” has the meaning given to such term in Section 2.

Effective Date: December 23, 2024