ExamFX, Inc. Terms & Conditions

This website ("Site(s)") is owned and operated by ExamFX, Inc. located at 11161 Overbrook Road, Leawood, KS 66211, USA.

PLEASE READ THIS AGREEMENT CAREFULLY. IT IS A LEGAL AGREEMENT ("AGREEMENT") BETWEEN YOU ("YOU"), THE PERSON NAMED IN THE ACCOUNT, AND EXAMFX, INC. ("EXAMFX") AND GOVERNS YOUR USE OF THIS WEBSITE AND EXAMFX’S PRODUCTS, SERVICES, MATERIALS, COURSES AND CONTENT, WHETHER DELIVERED BY SHIPMENT OR ACCESSED ONLINE (COLLECTIVELY REFERRED TO HEREIN AS "EXAMFX PRODUCTS") MADE AVAILABLE TO YOU BY EXAMFX, UNLESS A SEPARATE WRITTEN MASTER LICENSING AND SERVICES AGREEMENT IS SIGNED BY EXAMFX AND YOU, IN WHICH CASE YOUR USE OF EXAMFX PRODUCTS SHALL BE GOVERNED BY SUCH AGREEMENT. YOU MUST AGREE TO THESE TERMS BEFORE ESTABLISHING AN ACCOUNT WITH EXAMFX AND BEFORE YOU ACCESS ANY EXAMFX PRODUCTS. BY AGREEING TO THESE TERMS, YOU ARE CERTIFYING THAT YOU ARE THE PERSON NAMED IN THE ACCOUNT. TO AGREE TO THESE TERMS, CLICK "AGREE." IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK "AGREE" AND, INSTEAD, CONTACT EXAMFX CUSTOMER SERVICE. IF YOU DO NOT CLICK "AGREE", YOU WILL NOT BE ABLE TO CREATE AN ACCOUNT WITH EXAMFX AND YOU CANNOT ACCESS THE EXAMFX PRODUCTS.

YOUR EXAMFX ACCOUNT

When creating an account with ExamFX ("Account"), you will be required to provide certain information. You will be required to set up a username and password. You agree to provide complete and accurate information to ExamFX and to permit ExamFX to store and use your registration data for use in maintaining your Account. You agree to protect your username and password, as well as any access codes and product codes provided by ExamFX, and not share them with others or permit any unauthorized use of the ExamFX Products. By establishing an Account, you certify and represent that you will be the person taking the course(s) or assessment(s) for which you have registered and that any attestations which you are required to complete in connection with the foregoing will be completed only by you.

ExamFX and its partners store and use your data to provide Products and related material to you. You understand that the data that ExamFX collects from you, or that you provide in your Account or when using the Products (and any information created in relationship to your use of the Products) is stored in systems and data storage operating in the U.S. In providing any and all data with respect to the Products, you agree to the transfer of your data to the Company, its partners and your employer or sponsor institution, and the processing and storage of your data by the Company and its partners in the U.S. to provide the Products to you in accordance with these Terms and Conditions. ExamFX’s Data Processing Addendum (the “DPA”) is hereby incorporated by reference, and governs the Processing of Personal Data (as both terms are defined in the DPA) on your behalf.

YOUR PURCHASES

These Terms and Conditions apply to all purchases unless specifically modified by a contract agreement between ExamFX and a corporate customer. All fees are expressed in U.S. dollars. While some products and services may be provided through your employer and are subject to the terms of the contract between ExamFX and your employer or, if you are a contractor or freelancer, the business that has engaged you, many products and services are sold direct-to-consumer. Full payment is made at the time of sale.

Periodically, ExamFX offers promotions or discounts that, if provided at the time of purchase, will be immediately reflected in the purchase price. Most promotions and discounts are offered with specific terms and conditions, including eligibility conditions, so customers are advised to reviews these Terms and Conditions in advance of purchase. Please note that promotions and discounts are not stackable. Only one promotion or discount can be applied to an order and that any promotion must be claimed at the time of purchase. ExamFX may remit a portion of fees to third parties engaged in recruitment and marketing activities on behalf of ExamFX. You acknowledge and agree that ExamFX may allocate a portion of fees paid by you to compensate third parties involved in such recruitment and marketing activities, and you explicitly consent to such allocation. You acknowledge that such allocation does not impact the overall cost of the ExamFX products or services, and that the remittance of any portion of fees described in this paragraph is solely for the purpose of compensating such third parties for their efforts in promoting ExamFX products and services.

ExamFX products have different course access periods, but some allow for the purchase of extension periods. Your access to a product will terminate when the course period expires or, if you purchase an extension, when the extension expires. Under no circumstance will your access period, even with the purchase of extensions, exceed one year. Notwithstanding the foregoing, ExamFX reserves the right to terminate access to a course or product early if such course/product is being discontinued (removed from ExamFX’s course/product offerings list). Unless the discontinuance of the course is required to address legal or regulatory mandates, ExamFX shall provide 30-day advance notice by email or posting within the course/product, or, if less than 30 days, as soon as known. You are solely responsible for completing such course/product before the notice period expires.

Purchases made under your ExamFX account are non-transferable. For clarity, ExamFX Products are strictly licensed on a per user basis and are not to be (i) shared among users; (ii) reproduced or copied in whole or in part in any manner by you, including your instructors, or any user; (iii) projected for shared viewing or use; or (iv) made available in any library or electronic learning management system other than a per user basis.

INTELLECTUAL PROPERTY

You understand and agree that ExamFX Products each constitute intellectual property and proprietary material that is owned by ExamFX or its licensors and is protected under intellectual property laws in the United States and other countries, which includes, but is not limited to, copyright. All rights not expressly granted to you under this Agreement are reserved by ExamFX and its licensors. ExamFX, Inc. and other ExamFX trademarks, service marks, graphics, and logos used in connection with the ExamFX Products are trademarks or registered trademarks of ExamFX, Inc. in the United States and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the ExamFX Products may be the trademarks of their respective owners. ExamFX and its licensors do not grant to you any right or license in connection with any of the foregoing trademarks, service marks, graphics, or logos.

LICENSE TERMS

ExamFX Products made available to you by ExamFX are licensed, and not sold, to you, subject to the terms of this Agreement and your timely payment of any fees due and payable by you to ExamFX. Your license to use ExamFX Products is subject to your prior acceptance of this Agreement and you agree that these terms will apply to each ExamFX Product, including any updates or enhancements thereto. You are not authorized to assign or transfer this license or your access code, username, or password to any other person or entity. Other than the rights granted to you in this Agreement, ExamFX grants you no other rights. You agree not to copy, reproduce, record, translate, modify, rent, lease, loan, transfer, sublicense, sell, distribute, disassemble, decompile, reverse engineer, otherwise capture in any medium or create any derivative works of or based on the ExamFX Products (except as and only to the extent that the foregoing restrictions are not permitted under applicable law or to the extent permitted by the license terms of any open-source components included with the ExamFX Products). You agree to use ExamFX Products only as permitted under this Agreement. Any violation of these terms may subject you to civil and criminal penalties, prosecution, monetary damages, and the immediate termination of your license to use ExamFX Products. If ExamFX reasonably suspects that you have violated this Agreement, or if you have not paid fees that are due and payable by you to ExamFX, then, without notice to you, ExamFX may terminate this Agreement, the license, and your account and deny you further access to ExamFX Products. Upon termination of this license, you shall cease all use of the ExamFX Products and remain liable for paying all amounts that may be due and payable by you to ExamFX. ExamFX reserves the right to modify, suspend, remove, or disable access to any ExamFX Products at any time without notice and in no event will ExamFX be liable for making any such changes.

COMPLIANCE WITH LAWS; EXPORT

You agree to comply with all applicable federal, state, and local laws, including without limitation, all applicable laws in the jurisdiction where you reside, in your use of ExamFX Products. You will not use the ExamFX Products in any way that is prohibited by U.S. law or that would violate U.S. export regulations. You may not use or otherwise export or re-export the ExamFX Products except as is permitted under U.S. laws and the laws of the jurisdiction where you reside. ExamFX Products may not be exported into any U.S. embargoed countries or to anyone on the U.S. Government’s list of specially designated nationals or denied persons or entities. You warrant that you are not located in any such country or on any such list.

GOVERNMENT USE

ExamFX Products were developed using private funds and are "Commercial Items" as defined in 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation." Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, such Commercial Computer Software and Commercial Computer Software Documentation are being licensed to the U.S. Government solely as Commercial Items and only with those restricted rights granted to all other end-users pursuant to the terms of this Agreement. Unpublished-rights reserved under the copyright laws of the United States.

USE OF LINKS

ExamFX may include material from third parties or include links to third party websites in its ExamFX Products. Such material is provided as a convenience to you and ExamFX assumes no liability or responsibility for such third-party materials or websites.

DISCLAIMER OF WARRANTIES

EXAMFX PRODUCTS ARE PROVIDED TO YOU "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, AND EXAMFX HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE EXAMFX PRODUCTS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN STATEMENT BY ANY EXAMFX EMPLOYEE OR REPRESENTATIVE SHALL CREATE A WARRANTY OR MODIFY THIS SECTION. CERTAIN JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, SO THE FOREGOING EXCLUSION MAY NOT APPLY TO YOU. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR YOUR INABILTY TO USE, EXAMFX PRODUCTS IS AT YOUR SOLE RISK. EXAMFX DOES NOT WARRANT FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN EXAMFX PRODUCTS OR FOR ANY ERRORS, OMISSIONS, OR ANY OUTCOMES RELATED TO YOUR USE OF EXAMFX PRODUCTS. EXAMFX TAKES PRECAUTIONS TO PROTECT EXAMFX PRODUCTS, BUT MAKES NO WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB, OR OTHER SUCH COMPUTER PROGRAM. EXAMFX DOES NOT GUARANTEE OR WARRANT THAT YOUR USE OF EXAMFX PRODUCTS WILL BE ERROR-FREE OR UNINTERRUPTED. EXAMFX PRODUCTS ARE PROVIDED TO YOU WITH THE UNDERSTANDING THAT EXAMFX IS NOT RENDERING TO YOU ANY LEGAL, ACCOUNTING, OR OTHER PROFESSIONAL SERVICE OR ADVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. YOUR FAILURE TO SUCCESSFULLY COMPLETE AN EXAMFX PRODUCT OR YOUR FAILURE TO PASS A PROFESSIONAL LICENSURE EXAMINATION OR OTHER PERFORMANCE REQUIREMENT IMPOSED BY A REGULATORY BODY, INDUSTRY OVERSIGHT AGENCY OR EMPLOYER DOES NOT CONSTITUTE A DEFECTIVE PRODUCT OR SERVICE.

LIMITATION OF LIABILITY

IN NO EVENT WILL EXAMFX, INC. ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOSS OF DATA, OR BUSINESS DISRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE EXAMFX PRODUCTS, INCLUDING BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR ANY LOSS OR DAMAGE OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. CERTAIN JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND IN SUCH JURISDICTIONS, EXAMFX’S LIABILTY SHALL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW.

In no event shall ExamFX's total liability to you for all damages exceed the amount of one hundred dollars ($100.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

INDEMNIFICATION

By accepting this Agreement and using the ExamFX Products, you agree that you will indemnify and hold ExamFX, its directors, officers, employees, affiliates, agents, contractors, principals, and licensors harmless in connection with any claim arising out of your breach of the terms of this Agreement, your use of the ExamFX Products, or any action taken by ExamFX to protect its intellectual property, including, but not limited to, suspension or termination of your access to ExamFX Products.

MISCELLANEOUS

ExamFX reserves the right to update and modify the terms of this Agreement without advance notice to you and such changes will be effective immediately when posted on this site and will govern your continued use of ExamFX Products.

This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. Neither ExamFX nor its affiliates or divisions intend to be a “Third Party Servicer” as that term is defined in 34 C.F.R. § 668.2 or as used under Title IV of the Higher Education Act of 1965, as amended. You should not include ExamFX in its institutional reporting requirements, if any, to the U.S. Department of Education pursuant to 34 C.F.R. § 668.25(e).

The ExamFX Products were developed solely at private expense, contain "restricted computer software" submitted with restricted rights in accordance with the US FAR 52.227-19 (a) through (c) of the Commercial Computer Software License (Dec 2007) Clause and its successors, and in all respects are proprietary data belonging to ExamFX and/or its suppliers. For U.S. Department of Defense units, the ExamFX Products are considered commercial computer software in accordance with US DFARS 227.7202-3 and its successors, and use, duplication, or disclosure by the US Government is subject to the restrictions set forth herein.

You may not assign any of your obligations, rights or remedies hereunder, in whole or in part, without the express written approval of ExamFX.

ExamFX may facilitate from time to time (which facilitation may include without limitation the collection or remittance of payment), the engagement of certain third-party services, including without limitation such third-party services for live, in-person training solutions, or other related products or services in addition to the Services described hereunder (“Third-Party Services”). You acknowledge that Third-Party Services are provided by independent third parties and are not directly controlled or managed by ExamFX. By using Third-Party Services, you acknowledge and agree that ExamFX is not responsible or liable in any way for the performance, quality, accuracy, legal or regulatory compliance, or any other aspect of the Third-Party Services. You further understand and agree that any engagement or use of Third-Party Services is solely at your own risk and discretion. ExamFX does not endorse, warrant, or guarantee the suitability, reliability, availability, or effectiveness of any Third-Party Services. ExamFX does not make any representations or warranties, whether express or implied, regarding the Third-Party Services, including but not limited to their fitness for a particular purpose, non-infringement of intellectual property rights, or their compatibility with ExamFX Products or Services. By using ExamFX Services and engaging with Third-Party Services, you hereby release ExamFX, its officers, directors, employees, agents, and affiliates from any and all claims, demands, liabilities, and damages of any kind or nature, known or unknown, arising out of or in any way connected with your use of Third-Party Services.

This Agreement is governed by the laws of the State of Kansas, U.S.A., without giving effect to its conflict of law provision. Exclusive jurisdiction for any claim arising out of this Agreement will be in the courts of the State of Kansas, U.S.A. The parties each waive any rights to a jury trial for any claim or cause of action arising out of this Agreement. No ExamFX employee or representative has any right or authority to modify, whether orally or in writing, the terms of this Agreement, unless such modification is in a written agreement signed by an authorized representative of each party.

This Agreement is the entire and exclusive agreement between ExamFX and you regarding your use of ExamFX Products and replaces any prior agreements between you and ExamFX regarding the subject matter herein. If any part of this Agreement is determined to be invalid or unenforceable, the remaining portions shall remain in full force and effect. ExamFX's failure to enforce any right under this Agreement will not constitute a waiver of such right or of any other right under this Agreement. ExamFX is not responsible for failing to fulfill its obligations hereunder for reasons that are outside of ExamFX’s control.

ExamFX reserves the right to take steps ExamFX believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You agree that ExamFX has the right, without liability to you, to disclose any registration data and/or account information to law enforcement authorities, government officials, and/or a third party, as ExamFX believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to ExamFX's right to cooperate with any legal process relating to your use of the Products, and/or a third-party claim that your use of the Products is unlawful and/or infringes such third party's rights).

In addition the terms set forth in this policy, your use of ExamFX’s products and services is subject to our Privacy Policy, and for California Residents, our Notice to California Residents, found on this Site. We are committed to respecting your privacy. The Privacy Policy describes how we collect, use, share and protect information about you. When you interact with or use our products, services or websites (“Services”), you consent to such collection, use and sharing of your information as described in this Privacy Policy, our Terms of Use for our websites, and the Terms and Conditions that accompany our products. Our privacy practices may vary among the states, countries and regions in which we operate in order to comply with applicable legal requirements.