PRO-D Terms of Use

This Agreement ("Agreement") sets forth the terms and conditions under which PRO-D LLC ("DISTRIBUTOR") will provide access to the PRO Development™ Assessment Platform to you or your organization (the "User").

1.
DEFINITIONS. For purposes of this agreement, unless the context clearly indicates otherwise, the following words shall have the meanings set forth below:
  1. "PRO Development™ Assessment Platform" means the fully integrated web-based assessment instrument, and all of the contents, technology, questionnaires, assessment reports and services housed at, accessible from and generated through the Distributor, PRO-D LLC, www.pro-d.com and owned or licensed by TAI Incorporated, located on TAI's server(s) or its IT provider server(s).
  2. "User" means an individual or organization provided with authorized access to any part of the PRO Development™ Assessment Platform by way of a password or secure link issued by DISTRIBUTOR.
  3. "License Fee" means the charge to be paid by or for each User to access the PRO Development™ Assessment Platform.
2.
LIMITED LICENSE GRANT. Subject to the limitations stated in this Agreement and upon payment of the applicable License Fee, DISTRIBUTOR grants to User a nonexclusive, nontransferable limited license to use the PRO Development™ Assessment Platform to perform a self-assessment. The license is a one-time license per assessment purchased.
3.
RETENTION OF TANGIBLE PRO DEVELOPMENT™ ASSESSMENT REPORTS; LIMITATIONS ON GRANT OF LICENSE. It is intended by DISTRIBUTOR that Users receive and retain indefinitely for their own use the tangible PRO Development™ assessment reports generated by the PRO Development™ Assessment Platform. Except as specifically permitted under this Agreement, User shall not itself, and shall not permit its employees, subsidiaries, agents or representatives to: (a) copy, reproduce, republish, upload, post, modify, decompile, disassemble or reverse engineer any of the PRO Development™ Assessment Platform; (b) create any derivative works of the PRO Development™ Assessment Platform; or (c) allow unauthorized access to the PRO Development™ Assessment Platform.
4.
INTELLECTUAL PROPERTY. User acknowledges that, subject to the limited license grant set forth above, DISTRIBUTOR and its licensors and suppliers including, without limitation TAI Incorporated, retain all of their respective rights, title and interest in and to the PRO Development™ Assessment Platform, and that the PRO Development™ Assessment Platform is protected by copyright, trademark and other intellectual property laws. User shall undertake no action that will interfere with or diminish the copyright, trademark or other intellectual property interests of DISTRIBUTOR or its licensors or DISTRIBUTORs in the PRO Development™ Assessment Platform. User shall report to DISTRIBUTOR in writing any infringement of said rights promptly upon becoming aware of such infringement.
5.
USER OBLIGATIONS. Each User shall register for PRO Development™ Assessment Platform via an online registration form. User may not customize, augment or change the PRO Development™ Assessment Platform in any manner without the prior written consent of DISTRIBUTOR, but it may integrate use of PRO Development™ Assessment Platform with its training programs and other legitimate organizational activities. THE PRO DEVELOPMENT™ASSESSMENT PLATFORM IS A PROFESSIONAL DEVELOPMENT INSTRUMENT THAT MAY BE USED AS A COMPONENT IN SUCCESSION PLANNING AND CANDIDATE SELECTION. USER ACKNOLWEDGES THAT THE PRO DEVELOPMENT™ASSESSMENT PLATFORM IS NOT INTENDED TO AND SHOULD NOT BE USED TO MAKE NEGATIVE EMPLOYMENT DECISIONS, SUCH AS FIRING, DEMOTING OR TAKING DISCIPLINARY ACTION AGAINST ANY PERSON. USER ASSUMES FULL RESPONSIBILITY FOR ITS USE OF THE RESULTING INFORMATION AND PRO DEVELOPMENT™ASSESSMENT REPORTS. Each organizational User shall take appropriate steps to counsel its individual Users regarding the proper use of PRO Development™ Assessment Platform, will advise DISTRIBUTOR if it believes any of its Users are violating this Agreement and will assist DISTRIBUTOR as may be reasonably necessary to stop such violation and prevent any further violations.
6.
WARRANTY. THE PRO DEVELOPMENT™ ASSESSMENT PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. USE OF ANY OR EVERY PART OF THE PRO DEVELOPMENT™ ASSESSMENT PLATFORM, INCLUDING WEB-BASED ASSESSMENTS AND ALL PROGRAM MATERIALS AND REPORTS IS AT USER'S OWN RISK, AND NEITHER DISTRIBUTOR NOR ITS LICENSORS OR SUPPLIERS WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF USING PRO DEVELOPMENT™ ASSESSMENT PLATFORM, INCLUDING, WITHOUT LIMITATION, PROGRAMS, MATERIALS, ASSESSEMENTS OR REPORTS IN TERMS OF THEIR EFFECTIVENESS, CORRECTNESS, ACCURACY, RELIABILITY OR PERSUASIVENESS. USER IS SOLELY RESPONSIBLE FOR USE AND INTERPRETATION OF THE PRO DEVELOPMENT™ ASSESSMENT REPORTS PRODUCED AS A RESULT OF USING THE PRO DEVELOPMENT™ASSESSMENT PLATFORM PROVIDED UNDER THIS AGREEMENT. DISTRIBUTOR DOES NOT WARRANT THAT USE OF THE PRO DEVELOPMENT™ASSESSMENT PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE OR FREE FROM DATA LOSS. ALTHOUGH DISTRIBUTOR, ITS LICENSORS AND SUPPLIERS USE INDUSTRY STANDARD METHODS TO PROTECT THE WEB-BASED AND OTHER ELECTRONICALLY DELIVERED MATERIALS AGAINST MALICIOUS PROGRAM CODE INSERTIONS, NEITHER THE DISTRIBUTOR NOR ITS LICENSORS OR SUPPLIERS WARRANTS THAT THE WEB-BASED PROGRAMS OR THEIR METHODS OF DELIVERY ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
NOTHING IN THIS AGREEMENT OR THE DELIVERY OF THE PRO DEVELOPMENT™ ASSESSMENT PLATFORM HEREUNDER SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY BY DISTRIBUTOR, ITS LICENSORS AND SUPPLIERS, THAT IT WILL MAINTAIN THE AVAILABILITY OF THE PRO DEVELOPMENT™ ASSESSMENT PLATFORM, OR ANY LEVEL OF MAINTENANCE OR SUPPORT THEREOF.
ANY THIRD-PARTY SITES WHICH MAY BE ACCESSED THROUGH PRO DEVELOPMENT™ASSESSMENT PLATFORM ARE SOLELY THE RESPONSIBILITY OF THE THIRD-PARTY HOST AND DISTRIBUTOR MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION ON SUCH SITES, NOR DOES IT ACCEPT RESPONSIBILITY FOR ERRORS OR OMISSIONS CONTAINED ON SUCH SITES OR DAMAGES DERIVING FROM THE USE OF SUCH SITES.
7.
LIMITATION OF LIABILITY. NEITHER DISTRIBUTOR NOR ITS LICENSORS OR SUPPLIERS SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING IN ANY WAY FROM USER'S USE OF, OR INABILITY TO USE, THE PRO DEVELOPMENT™ ASSESSMENT PLATFORM. DISTRIBUTOR'S, ITS LICENSORS' AND SUPPLIERS' LIABILITY IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE ACTUAL AMOUNT OF DIRECT DAMAGES, AND IN NO CASE SHALL EXCEED THE AMOUNT PAID BY USER TO DISTRIBUTOR FOR USE OF THE PRO DEVELOPMENT™ ASSESSMENT PLATFORM DURING THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. USER'S RIGHT TO SUCH LIMITED DAMAGES SHALL BE IN LIEU OF ALL OTHER REMEDIES THAT USER MAY HAVE AGAINST DISTRIBUTOR, ITS LICNESORS AND SUPPLIERS AND ANY DISTRIBUTOR AFFILIATE. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE TO USER FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES.
8.
USER INFORMATION. DISTRIBUTOR shall be permitted to include User's name, the number and type of products and services purchased by User, and the year(s) in which such purchases are made on DISTRIBUTOR's User list, which list may be used for purposes of informing User of new products and services that might be of interest to User, or published, or listed on DISTRIBUTOR's website as a User list.
9.
TERMINATION. This Agreement may be terminated by DISTRIBUTOR immediately in the event User has defaulted in its obligations under this Agreement. In addition, DISTRIBUTOR reserves the right to terminate a User's use of any of its reports at any time, with or without fault, and without notice in DISTRIBUTOR's sole discretion.
10.
RIGHTS AND OBLIGATIONS AFTER TERMINATION. Immediately upon the termination of this Agreement:
  1. All fees due from User to DISTRIBUTOR, accrued to the date of termination, shall immediately become due and payable.
  2. All rights to use the PRO Development™ Assessment Platform granted to User under this Agreement shall cease.
  3. The termination of this Agreement shall not relieve User of any obligation it owes to DISTRIBUTOR arising prior to such termination
11.
ENFORCEMENT. User agrees to pay all attorneys' fees and costs incurred by DISTRIBUTOR, its licensors or suppliers as a result of User's breach of this Agreement.
12.
NO ASSIGNMENT. User shall not assign, transfer or sublicense this Agreement or any rights or obligations hereunder, in whole or in part, without the prior written consent of DISTRIBUTOR. To the extent so permitted, this Agreement shall be binding upon and inure to the benefit of each of the parties and their respective heirs, personal representatives, successors and assigns.
13.
GOVERNING LAW; EXCLUSIVE JURISDICTION. This Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania. Any legal proceeding arising out of or relating to this Agreement shall be instituted in a court of competent jurisdiction in Bucks County, Pennsylvania and the User hereby consents to jurisdiction and venue of such court.
14.
ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof. This Agreement may not be amended except in writing by DISTRIBUTOR with the consent of TAI Incorporated. TAI Incorporated is intended to be a third-party beneficiary of this Agreement.
15.
ACCEPTANCE OF THE TERMS. User's use of the PRO Development™ Assessment Platform constitutes its acceptance of the terms of this Agreement as in effect at the time of such use.