Q-interactive™ Subscription and License Agreement (the "Agreement")

PLEASE CAREFULLY READ THIS AGREEMENT BEFORE ACCEPTING BELOW. PROCEEDING WITH REGISTRATION, OR ACCESSING, USING, PRINTING, OR DISPLAYING THE SERVICES INDICATES CUSTOMER'S ACCEPTANCE OF THE TERMS OF THIS SUBSCRIPTION AND LICENSE AGREEMENT. IF CUSTOMER DOES NOT AGREE WITH THESE TERMS, CUSTOMER SHOULD DECLINE REGISTRATION AND CUSTOMER MAY NOT ACCESS, USE, PRINT, OR DISPLAY THE PRODUCTS OR SERVICES.

  1. License Grant

    This is a legal agreement concerning Q-interactive and is between You, either as an individual or business entity and Pearson Clinical and Talent Assessment, a trading division of Pearson Education Limited (Company number 872828) of Edinburgh Gate Harlow, CM20 2JE. This Agreement supersedes and replaces any prior proposal, representation, or understanding You may have regarding Your use of the Q-interactive system. Pearson Clinical and Talent Assessment (hereinafter called "Pearson") grants to You, the undersigned customer (hereinafter called "You or Your"), a personal, non-transferable, nonexclusive license to use the Q-interactive Assessment Creation, Scoring and Reporting System product ("Q-interactive") to enable administration, scoring, and reporting individual assessments published by Pearson that are selected subtests of selected Pearson assessments which, may be modified from time to time (collectively the "Test(s)") and retention of examinee data during the term of this Agreement. Q-interactive displays Test instructions and items for onscreen Test administration or data entry, Test-related manuals, and related user documentation, Q-interactive coordinates Your access to specific Test(s) procured by You from Pearson and based on the data input and the report selected by You, generates Test-specific score reports that will only include raw and scaled scores, index scores, and index comparison scores ("Reports") delivered through Q-interactive. Q-interactive also provides You with an opportunity to export Your examinee data to Your desktop or to retain the examinee data in files on Q-interactive.

  2. Term

    The term of this Agreement begins on the date this Agreement is electronically accepted by You or when You use Q-interactive and will continue, except as otherwise provided in this Agreement, unless or until terminated by either party. If this License is terminated by You for any reason, you Subscription and License fee will be refunded on a pro-rated basis.

  3. Orders and Payment

    All orders for Test(s) and administrations, scoring, and Reports through Q- interactive ("Administrations") during the term of this Agreement are subject to acceptance by Pearson, in its discretion, and will be fulfilled subject to Pearson's Qualification requirements (click on the following link to view Qualification Requirements) and those sections regarding Geographical Embargoes and Restrictions, Use of Product, Copyright and Trade Secrets, and Test Security contained in Pearson's Terms and Conditions (click on the following link to view Terms and Conditions) and this Q-interactive License. To use the system, You will need to purchase an annual subscription to Q-interactive. Q-interactive allows for two types of Subscription Licenses; each with different pricing schedules:

    1. Single User Professional

    2. Multi User Site License

    Subscription pricing is set out in the attached Subscription Pricing Schedules A and B which are incorporated herein by reference. Your Subscription fee only allows you access to the Q-interactive system. Your order for Test administrations allows you access to the Test(s) Administrations and scoring or reporting. You agree to pay all applicable charges for Test Administrations or Reports , together with any applicable taxes. Unless otherwise specified by Pearson, charges are due and payable within thirty (30) days of invoice.

  4. Use of the Test(s) and Q-interactive

    You agree to use the Test(s) and Q-interactive (a) in accordance with this License and in accordance with all applicable statutes, regulations and professional regulatory requirements and (b) for the number of Administrations You have purchased from Pearson. You also agree to only use Q- interactive on devices that conform to Pearson's then-current published electronic operating environment specifications. You agree that Pearson may install any Q-interactive Maintenance Release at no additional charge. You understand and agree that Pearson's Test(s) and Q-interactive are meant to be used as tools to supplement You in the overall assessment process, and are not intended or designed to be used alone or replace Your professional judgment. Use of psychological tests in employment-related situations may be subject to certain laws including the Data Protection Act 1998, and the Equalities Act 2010 as amended; and laws and regulations. You shall not grant sublicenses, assign or transfer (including transfer by rental) Q-interactive or use Q-interactive to benefit any third party without the prior written consent of Pearson.

  5. Protection of Test(s) and Operating System

    The Tests(s) and the Q-interactive operating system are the proprietary property of Pearson and/or its affiliates and contain trade secrets, copyrighted works and, in certain cases, patented intellectual property, owned by Pearson and/or its licensors. The placement of a copyright notice on any portion of the Test(s) or Q-interactive does not mean that they have been published and will not derogate any claim by Pearson of trade secret protection. Title to the Test(s) and Q-interactive and copies thereof, and all intellectual property rights protecting the Test(s) shall remain with Pearson and/or its licensors and Q-interactive shall remain the property of Pearson.

  6. Examinee Data

    YOU ARE ADVISED TO EXPORT AND SAFEGUARD YOUR IMPORTANT DATA AND BACK UP IMPORTANT INFORMATION FREQUENTLY. You understand that You may be allowed to export Your examinee data at any time. If You choose to store examinee data on Q-interactive, Pearson will regularly backup the examinee data stored in the Q-interactive data base and will securely store these backups. However, You must make regular backups and agree that You release Pearson from any failure in the database system.

  7. Restrictions on Use

    (a) You agree not to copy or duplicate, modify or alter physical or electronic characteristics of the Test(s) or the Q-interactive operating system or to dismantle or reverse engineer any part of the Test(s) or Q- interactive.

    (b) Because Q-interactive and its outputs, including but not limited to Reports, are protected as trade secrets, You agree that You will not otherwise, directly or indirectly disclose any trade secrets of Pearson without the prior written consent of Pearson. You agree that Pearson can obtain an interim injunction, or seek other relief from the Courts including damages or account of profit, as well as delivery up.

    (c) You may excerpt portions of the Reports, limited to the minimum text necessary to accurately describe Your significant core conclusions, for incorporation into Your written evaluation of the individual, in accordance with Your profession's citation standards, if any.

    (d) You may not, under any circumstance, copy or reproduce the text of any Test question without Pearson's prior written permission.

  8. Test(s) Availability

    Pearson's rights to make available Test(s) and Administrations are subject to agreements between Pearson and the Test owners/licensors. There is no assurance that Pearson will be able to provide any particular Test now or in the future. If Pearson is unable to sell Administrations with respect to a particular Test, You may continue to use any previously purchased Administrations. You agree that Pearson will not be liable to You in any manner whatsoever for any future unavailability of any Test(s) or Administrations.

  9. Support

    You may contact Pearson's Technical Support for help in operation of Q-interactive, by telephone during Pearson's regular Technical Support business hours.

  10. Pearson's Protection and Use of Data

    To perform services for You, Pearson will receive information that is provided by You and examinees (which forms part of Your data). Pursuant to this Agreement, any information that Pearson receives is subject to the Privacy Policy (click the following link to access the Privacy Policy).
    The Q-interactive system is administered by NCS Pearson Inc., for and on behalf of Pearson, and its servers may be located in Canada. By accepting these terms and conditions, you agree for Your data to be transferred, processed and stored outside of the European Economic Area in locations that include Canada, and warrant that you will obtain any necessary permissions from your examinees. You fully indemnify and hold harmless Pearson from any failure by You to obtain such consent.
    Pearson may use or disclose data that Pearson receives from You or Your examinees collected from Administrations to provide Test(s) and Administrations pursuant to this Agreement. For Pearson's quality assurance, research and/or Test development purposes, Pearson may, from time to time extract de-identified data stored on Q-interactive. De-identification means that the extracted demographics and Test responses cannot be identified as Yours or Your examinees. Pearson will only use this de-identified data for lawful purposes, including but not limited to, quality assurance, research, and/or test development. In the event that You have existing examinee data for the Test(s) on other Pearson platforms, Q-interactive may permit You to migrate Your data from other Pearson platforms to Q-interactive. If this migration is permitted by Q-interactive and elected by You, You agree that You are responsible for complying with Pearson's migration protocol and ensuring Your data's correctness before and after migration

  11. Warranty

    Pearson warrants that neither the Test(s) in their standard form nor normal use of the Test(s) will infringe any copyrights existing at the time the Test(s) are made available by Q-interactive, provided, however, that this warranty does not extend to any non- Pearson test ("Pearson Test(s)" that are published directly or under licenses by Pearson or any of its group or affiliate companies.), to any infringement arising out of the use of such Test(s) in combination with systems, equipment or Q-interactive programs or platforms not supplied by Pearson. If You promptly notify Pearson of any such infringement claim of which You have knowledge or notice, and accord Pearson the right, at its sole option and expense, to handle the defence of the infringement claim, Pearson will indemnify and hold You harmless from and against such infringement claim. If such an infringement claim arises, or if Pearson becomes aware of the possibility of such a claim, then Pearson may, in its discretion (a) furnish You with non-infringing replacement Test(s) within sixty (60) days; or (b) terminate this Agreement in whole or in part by repurchasing Your unconsumed Administrations. This is Your exclusive remedy for any breach of this warranty against infringement.

    Except as otherwise expressly stated in this section, Pearson makes no warranties, express or implied, with respect to the test(s). All other warranties, including the implied warranties of merchantability and fitness for a particular purpose, are disclaimed.

  12. Termination

    Either party shall have the right to terminate this Agreement, including any licenses, if the other party breaches any of its obligations under this Agreement and fails to cure the same within thirty (30) days after receipt of written notice of default (except that there shall be no cure period for Your breach of Pearson's rights under Sections 4 or 5 of this Agreement). If this Agreement is terminated for any reason, Pearson will allow you access to Q-interactive for not more than thirty (30) days for the sole purpose of exporting Your data. Your obligations under this Section 12, as well as the provisions of Section 13 and 14 below, shall survive any termination of this Agreement.

  13. Indemnification

    Except as provided in section 11 of this agreement, and to the extent permitted by law, you agree to indemnify and hold Pearson harmless against all claims, liabilities, demands, damages, or expenses (including legal fees and expenses) arising out of or in connection with your use of the test(s) covered by this agreement and/or your failure to perform the other terms of this agreement.

  14. Liability

    Pearson's liability for loss or damage relating to this agreement and/or the test(s) or your use or inability to use the test(s), regardless of the form of action, shall be limited to the charges paid by you for the test(s) involved. This is your exclusive remedy. In no event shall Pearson be liable to you for any claim made against you by any other party or for any claim made by you for lost business or profits, or for indirect, special, incidental or consequential damages, even if Pearson has been advised of the possibility of such claim, loss or damages.

  15. General

    THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF ENGLAND. Any dispute or matter arising from this contract (or any non contractual matter) shall be subject to the jurisdiction of the English courts. This Agreement constitutes the entire agreement of You and Pearson concerning this matter, and supersedes all discussions, proposals, bids, invitations, orders, and other communications, oral or written, on this subject. This Agreement may not be waived, amended, or modified in any way without the prior written permission of Pearson. If any one or more provisions of this Agreement are found to be illegal or unenforceable, the remaining provisions will be enforced to the maximum extent possible. To the extent any purchase order from You conflicts with or amends these Terms and Conditions in any way, these Terms and Conditions, as unmodified, will prevail.

 

SCHEDULE A

Single User Professional License

Subscription Pricing Schedule

This Subscription Pricing Schedule is made part of the Q-interactive™ Subscription and License Agreement and sets out the various subscription types available to our Licensees. Your Q-interactive Single User Subscription is determined by the number of Test(s) you want available for Your access.

PLATFORM ACCESS
Annual Cost Per User Package A
1-3 Test instruments
Package B
4-6 Test Instruments
Package C
7-10 Test Instruments
1 user £125 per user £150 per user £175 per user

CONTENT USAGE
Type of Assessment Instrument Cost Per Subtest Administration
WISC-IV, WAIS-IV, D-KEFS, NEPSY-II, CMS £1.25 each
CVLT-II, CVLT-C, CVLT-III £3.75 each

The following applies to each Single User Professional Subscription License:

  • The License term is one year from the date of purchase.
  • You will pay the above Cost Per Subtest for each subtest ordered. Additional subtests may be added during the term of your license and pricing may be different than listed above. Subtest costs may change during the term of your License.
  • You will be billed at the end of each month for that month's usage.
  • A £25.00 fee will be charged per User (and not prorated) for the addition of Tests that move a User to the next pricing tier.
  • Some Test(s) require the use of manipulative items or response booklets that must be purchased separately.



SCHEDULE B

Multi User Site License

Subscription Pricing Module

This Subscription Pricing Schedule is made part of the Q-interactive™ Subscription and License Agreement and sets out the various subscription types available to our Licensees. Your Q-interactive Multi User Subscription is determined by the number of Q-interative Users and the number of Test(s) You want made available for use and your annual volume of Test use as set out in the table below.

 

PLATFORM ACCESS
Annual Cost Per User Package A
1-3 Test Instruments
Package B
4-6 Test Instruments
Package C
7-10 Instruments
1-4 Users £125 per user £150 per user £175 per user
5-24 Users £110 per user £135 per user £160 per user
25+ Users £95 per user £120 per user £145 per user

CONTENT USAGE
Annual Use of Subtests
from all Test Instruments
Cost Per Subtest
Administration
0-750 subtests £1.25 each
751-5,000 subtests £1.10 each
5,001+ subtests £0.85 each

PLATFORM ACCESS + CONTENT USAGE = ANNUAL SITE LICENSE COST (paid upfront).

The following applies to each Multiuser Subscription License:

  • The License term is one year from the date of purchase, unless otherwise agreed in writing by Pearson.
  • All Users included on a License must have access to the same number and same set of Test(s).
  • You will pay, up front, for Your Annual Use at the above Cost per Test subtest. Additional Test(s) consumed (over the number estimated for the site license) will be billed at the cost per Test subtest used to determine Your Subscription cost.
  • Annual Assessment Volume purchased will not carry forward beyond the term of the License in which they were purchased. Excess Tests will be removed at the end of the Subscription Term.
  • Additional Users may be added to a License anytime during the License term. Cost will be prorated to the nearest full month.
  • Adding additional Tests that move You to a new package will result in a £25.00 fee per User (and will not be prorated).
  • Some Test(s) require the use of manipulative items or response booklets that must be purchased separately.
  • The CVLT assessments cost the equivalence of three subtests.

 

License version effective date April 16, 2014