Terms of Service

These Terms and Conditions of Use (the “Terms”) govern the access and use of the test products and content licensed to Clarity Talent Measurement, LLC (dba Clarity), by third party test publishers (the “Test Publishers”) to you (the “Customer”). The Terms may refer to Clarity or the Customer as a “Party,” or collectively as the “Parties.”

Clarity is a reseller and distributor of certain testing products and content of Test Publishers (the “Test Products”). The Test Publisher has agreed to license the Test Products to Clarity for the limited purpose of resale and use by Customer. Customer’s access to its Online Testing Account (as defined below) and/or use of the Test Products constitutes Customer’s agreement to be bound by these Terms, which establishes a contractual relationship between Customer and Clarity.

1. Test Products. Clarity shall provide to Customer the following in conjunction with Customer’s purchase of Test Products:

(a) Provide Customer with an Online Testing Account (“Online Testing Account”) to allow for access to the Test Products. (b) Provide Customer with access to the Test Products ordered. (c) Provide any other services determined necessary by Clarity, in its sole discretion, to accomplish and facilitate the foregoing.

2. Customer Representations and Warranties. In order for the Customer to access its Online Testing Account and the Test Products, Customer represents and warrants that Customer: (a) Has the right, authority, and capacity to enter into the Terms and comply with all of the provisions hereunder. (b) Shall maintain accurate, complete, and up-to-date information as to the Online Testing Account or notify Clarity if account access changes are necessary. (c) (i) Shall be, along with any Authorized User, the only individuals to access the Online Testing Account; (ii) ensure that no other individuals, except Authorized Users, are authorized to use the Online Testing Account; and (iii) contact Clarity immediately upon discovering or suspecting unauthorized use of the Online Testing Account. “Authorized User” means the Customer and any individual partners members, officers, and employees of the Customer who have been included in Customer’s account as users. (d) Shall maintain the security and secrecy of the Online Testing Account username and password and shall not assign or otherwise transfer Customer’s Online Testing Account to any other person or entity. (e) Shall comply with any and all applicable laws, including but not limited to all privacy and confidentiality laws to which the Customer or any Authorized User would be subject, when using the Online Testing Account and Test Products and will only use them for lawful purposes. (f) Shall use the Online Testing Account only to meet Customer’s internal business requirements, including testing Customer’s employees or potential job candidates, either locally or remotely, and for performing administrative functions pertaining thereto, and for no other purpose. (g) Shall ensure that any Authorized User is aware of the Terms and that any Authorized User shall abide by them in all respects and shall be responsible for any failure to comply with the Terms or any of the provisions herein by Customer or any Authorized User. (h) Understands that online testing account is sold on a “per test” basis. Each completed test will count as one test and charged accordingly. This is NOT unlimited per candidate and should not be construed as such. Incomplete tests will not count.

3. Network Access. Customer is responsible for obtaining the data network access necessary to access the Customer’s Online Testing Account and use the Test Products. Customer is responsible for acquiring and updating compatible hardware or devices necessary to access Customer’s Online Testing Account and utilize the Test Products and any updates thereto. Clarity does not guarantee that the Test Products, or any portion thereof, will function on any particular hardware or devices. In addition, access to the Customer’s Online Testing account and use of the Test Products may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.


5. Limited License & Use of Test Products. Customer and Authorized Users are granted a non-exclusive, non-transferrable, non-sublicensable, limited license to use the Online Testing Account and Test Products for Customer’s internal business purposes subject to the provisions and limitations set forth herein. Additionally, Customer and any Authorized User shall not: (a) Reproduce, duplicate, copy, sell, resell or exploit access to the Test Products, use of the Test Products, or any portion of the Test Products. (b) Modify, reverse engineer, adapt or otherwise tamper with the Online Testing Account or Test Products or modify another website so as to falsely imply that it is associated with Clarity, the Test Products, or any other software or products provided by Clarity. (c) Knowingly use the Online Testing Account or Test Products in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, obscene or in violation of these Terms. (d) Alter or remove any notices, graphics, or text contained on or in the Online Testing Account.

6. If Customer submits an online review, then Customer and any Authorized User hereby irrevocably consent to any and all uses and displays, by Clarity and its agents, representatives and licensees, of any feedback and comments from Customer or any of Customer’s employees, agents, officers, and representatives, as well as Customer, Customer employees, agents, officers, representatives, and Authorized User’s name, logo, and other identifying information with any images, recordings, websites, advertising or other marketing tools and all other printed and electronic forms and media throughout the world, at any time during or after the term of this Agreement, for all legitimate commercial and business purposes of Clarity (“Permitted Uses”). Clarity shall not be required to pay any compensation to Customer, its employees, agents, officers, representatives, or an Authorized User for such use. Customer, its employees, agents, officers, representatives, and Authorized Users hereby forever waives and releases Clarity and its directors, officers, employees and agents from any and all claims, actions, damages, losses, costs, expenses and liability of any kind, arising under any legal or equitable theory whatsoever at any time during or after the term by Clarity, arising directly or indirectly from Clarity and its agents’, representatives’ and licensees’ exercise of their rights in connection with any Permitted Use.

7. Customer’s Acts of Omissions. If Clarity’s performance of its obligations under these Terms is prevented or delayed by any act or omission of Customer, Authorized Users, or its agents or representatives, Clarity shall not be deemed in breach of its obligations under the Terms or otherwise liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

8. Limitations on Use of Online Testing Account and Test Products. Clarity reserves the right to place any limitations, even if not outlined herein, and in Clarity’s sole discretion, on the Online Testing Account and Test Products, to maintain the performance and availability of the Online Testing Account and Test Products and to enforce the Terms.

9. Customer acknowledges and agrees that the Test Publisher is the sole owner of any and all right, title or interest of any kind, anywhere in the world, whether now existing or created in the future, in any or all of the Test Products, software, screen designs, user interfaces, ideas, concepts methodologies, know-how, systems, data, documentation and processes it utilizes in regards to the Test Products, including without limitation any copyright, patent or trade secret rights that belong to Test Publisher. Customer shall retain ownership rights in any data which is the confidential information of the Customer. Clarity will not retain any data for any purpose other than a single copy to perform its obligations pursuant to these Terms. Customer’s rights in the Online Testing Account and the Test Products are limited to those expressly granted by these Terms.

10. Term, Termination, and Survival. a. The Terms shall commence upon acceptance by the Customer and shall continue and remain in full force and effect during the duration of Customer and/or Authorized User’s use of the Online Testing Account and Test Products and until terminated in accordance with the provisions outlined herein. The entire duration of the Terms shall be referred to as the “Term.” Notwithstanding the foregoing, Test Products are valid for one (1) year from date of purchase, unless otherwise provided for by separate written agreement between the parties. No refunds or extensions will be given for unused Test Products. b. Termination by Customer. Customer may terminate Customer’s use of the Online Testing Account and Test  Products at any time by submitting a written notice to Clarity at support@claritytalentmeasurement.com. Customer may be asked to provide a reason for such termination. Upon termination under this subsection, Customer shall not be entitled to any refund unless specifically permitted elsewhere hereunder. c. Termination by Clarity. Clarity may terminate Customer’s access to Customer’s Online Testing Account and use of the Test Products at any time effective upon written notice to the most recent email address provided by Customer if Customer or an Authorized User breaches any provision outlined herein. Such notification is not required to be sent prior to termination. All termination decisions are in Clarity’s sole discretion. d. Effect of Termination. Upon termination of the Terms for any reason, Clarity will immediately terminate Customer’s access to the Online Testing Account and Test Products by disabling Customer’s Online Testing Account and access to the Test Products. e. Surviving Rights. The rights and obligations of the parties set forth in this Section and in Sections 4, 5, 6, 9, 10, 11, and 12 and any right or obligation of the parties in the Terms which, by its nature, should survive termination or expiration of the Terms, will survive any such termination or expiration of the Terms.

11. Exclusive Remedies. Notwithstanding anything stated elsewhere in these Terms, the exclusive remedy of Customer in the event of any claim regarding the Online Testing Account or Test Products associated with said Online Testing Account shall be for Clarity to repair or replace the defect, or, if such repair or replacement is not provided or does not correct the defective item, to refund an equitable part of the Customer’s payments for the defective item determined in Clarity’s sole discretion.

12. Customer agrees to indemnify and hold harmless Clarity and Clarity’s affiliates and their officers, directors, employees, agents, successors and permitted assigns from any and all costs, claims, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys’ fees), arising out of or resulting from: (i) Customer or an Authorized User’s use of the Online Testing Account or Test Products; (ii) Customer or Authorized User’s failure to comply with the Terms; and (iii) any act or omission of Customer or an Authorized User; (iv) Customer or Authorized User’s violation of any local, State, or Federal law, rule or regulation; or (v) Customer or an Authorized User’s negligence, wrongful acts or misconduct. Clarity is not liable for any claims related to the administration, results, or use of Test Products. Customer has reviewed test content, test reports and testing process for suitability for every job position for which tests will be used (including past, current and future use).

13. Changes to Terms. The Terms are subject to occasional revisions. Customer or Authorized User’s access to the Online Testing Account and/or use of the Test Products after revisions will constitute Customer’s acceptance of the revised terms and the revisions will apply to the Customer and Authorized Users after the “last updated” date, which is posted on this page.

14. a. Entire Agreement. The Terms, including and together with any related requirements and guidelines set forth within the Online Testing Account, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter, unless otherwise agreed to by the parties in writing. b. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in the Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. c. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by email to Clarity at support@claritytalentmanagement.com and to Customer: at the address and email provided by Customer. d. Interpretation. For purposes of the Terms, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to the Terms as a whole. Unless the context otherwise requires, references herein: (i) to Sections, schedules and exhibits refer to the Sections of, and schedules and exhibits included with the Terms; (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Terms shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. Any schedules and exhibits referred to herein shall be construed with, and as an integral part of, the Terms to the same extent as if they were set forth verbatim herein. e. Severability. If any term or provision of the Terms is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. f. Headings. The headings outlined herein are for reference only and shall not affect the interpretation of the Terms. g. Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth herein, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Terms shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. h. Assignment. Customer shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under the Terms without the prior written consent of Clarity. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Customer of any of its obligations hereunder. i. Successors and Assigns. The Terms are binding on and inure to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns. In addition to the foregoing, the Terms are binding and inure to the benefit of any successor employee to Customer or Authorized User. j. No Third-Party Beneficiaries. The Terms benefit solely the Parties to this Agreement and their respective permitted successors and assigns and nothing herein, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Terms. k. Force Majeure. Clarity shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached these Terms, for any failure or delay in fulfilling or performing any term hereunder when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Clarity including, without limitation, to acts of God, flood, fire, riots, strike, snowstorm, earthquake, explosion, governmental actions, civil unrest, national emergency, or restraints. l. Governing Law; Submission to Jurisdiction. Oregon law applies to the Terms without regard to any choice-of- law rules that might direct the application of the laws of any other jurisdiction.