The following describes the terms and conditions (Terms & Conditions) under which Services are provided by CDR Assessment Group, Inc. and CDR-U, LLC (“we”, “us”, “our”) through our website, www.cdr-u.com (the Site).

By creating an account on the Site, receiving Services or using the Site in any way, you (“you,” or “your”, which terms are inclusive of your officers, executives, employees, staff or other authorized persons of your business entity if your account is created for a business entity) are agreeing to these Terms & Conditions. Read the Terms & Conditions carefully; if you do not understand them, consult with an attorney before creating an account or using the Site.

1.     Definitions: Whenever used in these Terms and Conditions, the following capitalized terms shall have the meaning set forth below:

a.      “Assessments” means our current and any newly-created assessments of any kind produced as part of the Services provided and includes any component scales and any variations of such assessments or component scales.

b.     “CDR Management System” and “CDR-U Coach” mean the online platforms, including derivatives and successors) available from us and the features offered via such platforms incorporating administration, scoring, user management and Report management for Assessments.

c.      “Deliverables” means those Assessments, Reports, evaluations or other tangible results of Services provided by us to you.

d.     “Reports” means the documents such as graphs and narrative text generated from Assessments and shall include but not be limited to reports used for individual and/or group selection and organizational development.

e.      “Services” means all services agreed to and/or performed by us at your request, including but not limited to all processing, consulting, research and technology services.

 

2.     Representation of Authority: If you create an account on the Site for the use of a business entity or other legal entity, you represent that you have authority to act on behalf of and to bind that entity.

3.     Access and Fees: Use of the Site is offered on the basis fees paid to us, billed according to the selections you make during the creation or management of your account. You agree to accept billing for all applicable charges for services while using the CDR Management System or the CDR-U Coach system. We reserve the right to change its prices without notice and shall not be liable to you or any third party for any change in pricing.

4.     Registration: You must be 18 years or older and an actual human person to register an account—accounts created by “bots” or automated methods are not prohibited. To subscribe, you must provide a valid email address along with any other information required by us during the registration process.

5.     Licensed Rights: Upon activation payment for Services, we grant to you a non-exclusive, non-transferable license to use the Assessments, Reports, Deliverables, CDR Management System and other software, applications or features of the Site. This license right becomes active upon the issuance by us to you of authorized user login credentials; your use of those credentials to access the Site and/or Services constitutes agreement to the terms and conditions herein.

All intellectual property rights, including but not limited to ideas, concepts, trade secrets, and copyrights, are and shall remain our property or the property of their respective owners (if owned by a third party). Neither you, nor your agents or employees, shall make any attempt to acquire any rights to said intellectual property aside from those expressly granted herein.

Services provided under these Terms and Conditions shall in under no circumstances be considered “work for hire” or to otherwise imply any transfer of any intellectual property rights from us to you or any other party.

6.     Non-Disclosure: Through your use of the Site, you may gain access to confidential information used by us and our service suppliers, including but not limited to trade secrets, or other proprietary intellectual property. You agree to take all reasonable steps necessary to protect the confidential information Site and to avoid the disclosure of any said confidential information to any third party. You agree that any disclosure of information that would cause irreparable harm to the owner of said confidential information and that monetary damages would be insufficient to provide an adequate remedy to said harm. Accordingly, without waiving any other rights or remedies which it may have, the owner of any confidential information shall be entitled to injunctive or other equitable relief to restrain the actual or threatened release of confidential information as well as any other relief a court may deem proper.

7.     No Warranty: We explicitly disclaim all warranties, implied or express, including the warranties of merchantability or fitness for a particular purpose, related to the use of the Site and the tools available through your access. All services and products provided by us are provided on an “AS IS” basis. Each Subscriber is solely responsible for the determination of the accuracy of any information provided by use of the Site. We do not make any representation about the results, usefulness or compatibility with other products or software of those services and products provided by us. Further, you are  responsible for maintaining your own cybersecurity and the security of passwords and login information. We do not warrant or represent that the Site will be free of errors in code or applications or that it will not contain viruses and/or other harmful components.

8.     Liability and Indemnification: We shall not be liable to any Subscriber for any incidental, consequential, special, direct or indirect damages of any kind arising from the Subscriber’s use of the Site. Further, in any claim brought by a Subscriber whatsoever, the maximum value of the claim will be limited to the total subscription fees paid by the customer to US.

 

You hereby agree to indemnify, defend and hold harmless THS, its owners, principals, agents, consultants, contractors, officers and employees from any and all losses, claims, liabilities, court costs, damages or other expenses, arising out of your usage of the Site and the tools, products and software made available by us, out of your breach of this Agreement, or out of your violation of any applicable state, local or federal law or ordinance.

 

9.     Storage of Your Data: Upon cancellation of your access, we will keep the data you have stored on the Site for thirty (30) days beyond the date of expiration of your subscription. We reserve the right, but are not obligated, to continue to store Subscriber data (subject to the Privacy Policy) for a longer period.

10.  Usage: You agree to use the CDR Management System and Services with professional competence and in a manner consistent with their intended use. Your use of Services for human resource, development and pre-employment screening implies that you have full and current knowledge of the Equal Employment Opportunity Commission Guidelines on Employee Selection Procedures and employment law or other regulations or laws applicable to your jurisdiction. You also agree that any purchase you make from us will be used by you or under your direct supervision and in a manner consistent with all professional, ethical, and regulatory guidelines or standards.

In any communications through the Site or made with other users of the Site, you promise to be respectful and courteous. Any harassment of another user is a violation of this Agreement. You agree not to post information subject to a copyright or other intellectual property law unless you are the owner of that intellectual property.

11.  Violations and Termination: If we determine in good faith that you have violated this Agreement, we reserve the right to suspend and/or terminate your account without refund. If your account is terminated for a violation of this Agreement, you shall not attempt to create a new account or to secure new access.

12.  Survival: Sections 5, 6, 7 and 10 will survive the termination or cancellation of this Agreement.

13.  Relationship of the Parties: This Agreement and the contractual relationship it creates is the only relationship between the parties. This Agreement does not create an employment relationship, a partnership, joint venture or any other form of legal relationship other than the one controlled by the express terms of this Agreement.

14.  Assignment, Successors: The rights provided to you under this Agreement are personal and cannot be transferred or assigned. We reserve the right to transfer or assign our rights under this Agreement.

15.  Governing Law: This Agreement shall be construed and interpreted in accordance with the laws of the State of Texas and the United States of America. For purposes of jurisdiction and venue, the situs of execution and performance of this Agreement shall be deemed to be Fort Bend County, Texas.

16.  Right to Change Terms: We reserves the right to change these Terms and Conditions by posting the new terms and conditions on the Site. By continuing to use the Site after new terms and conditions are posted, you agree to any modifications made thereto.

17.  Entire Agreement: This Agreement contains the entire Agreement between the parties. There are no other written or oral agreements.