Jump To: Prevue Assessments Standard Terms of Service
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Prevue Assessments Standard Terms of Service

Posted/Effective: June 1, 2026
For the previous version (March 14, 2025) of these Terms of Service, click here.

Thank you for using Prevue Assessments and your PrevueHub Account. These terms of service (the “Agreement”) are between you (the “Customer” or “you”) and Prevue HR Systems Inc. (“Prevue”) and govern your use of the Services (defined below).

This Agreement constitutes a legal agreement between Customer and Prevue that describes your rights and obligations relating to the use of the Services. This Agreement is legally binding. If you do not agree to the terms of this Agreement, you may not use the Services.

By signing up for and using the Services, you confirm that:

you have the authority to sign this Agreement on behalf of the Customer and any Customer affiliates expressly designated in writing permitted to use the Services;
you accept the terms of this Agreement on behalf of the Customer; and
Customer is responsible for all activity in connection with the Services that occurs under its Account by its Authorized Users, subject to Prevue’s security obligations herein.

1. Definitions

“Account” means the account that Prevue or a Distributor opens for Customer at PrevueHub where Customer can administer the Prevue Assessments to candidates, develop or select Prevue Benchmarks, generate Prevue Reports, and manage Account Data;
“Account Data” means all information provided by Candidates or Customer, including but not limited to name, email address, responses to data fields, Candidate responses to Prevue Assessments, and any other data uploaded to the Platform by Customer or its Authorized Users;
“Authentication ID” means a security mechanism by which an Authorized User identifies themselves to the Platform and gains access thereto;
“Authorized User” means a Permitted User who Customer has authorized to access and use the Services;
“Candidate” means any job applicant or employee who Customer invites to take any of the Prevue Assessments;
“Control” means direct or indirect ownership or control of more than 50% of the voting or ownership interests of an entity;
“Customer affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with the Customer;
“Distributor” means an authorized Prevue distributor appointed by Prevue with authority to open and support Accounts;
“Intellectual Property” means any property, tangible or intangible, that may be subject to Intellectual Property Rights, including without limitation, ideas, formulae, algorithms, concepts, techniques, processes, procedures, approaches, methodologies, plans, systems, research, information, documentation, data compilations, specifications, requirements, designs, diagrams, programs, inventions, technologies, software, tools, products knowledge, and know-how. For clarity, Intellectual Property does not include Account Data;
“Intellectual Property Rights” means any and all proprietary rights anywhere in the world provided under patent law, copyright law, trademark law, design patent, trade secret law, privacy law, or any other statutory provision or common law principle;
“Initial Term” as described in section 3.1;
“License” means an unlimited use license granted to Customer under section 6 of this Agreement;
“Objectionable Content” means content that infringes any applicable laws, regulations, or third-party Intellectual Property Rights, or content which is obscene, defamatory, threatening, or contains Viruses;
“Pay-Per-Use Account” means an Account that requires a user to purchase Prevue Credits to invite a candidate to complete any of the Prevue Assessments;
“Permitted User” means an employee of Customer or an independent contractor who performs all or substantially all of their work for Customer;
“Prevue Assessments” means any one or more of the Prevue Abilities Assessments, the Prevue Occupational Interests Assessment, the Prevue Personality Assessments, the Prevue Work Ethic Assessment, and the Prevue Culture Assessment;
“Prevue Benchmark” is the profile of a preferred candidate for a particular position;
“Prevue Credits” means the currency used in PrevueHub for assessing candidates, activating Prevue Benchmarks, and ordering Prevue Reports through a Pay-Per-Use Account;
“PrevueHub” or “Platform” means the website at prevuehub.com;
“Prevue Property” means all websites, software, tools, URLs, psychometric assessments, surveys, databases, designs, algorithms, user interface designs, architecture, technology, and source code created or owned by Prevue;
“Prevue Reports” means all reports that can be generated from the Platform;
“Services” means an Account, a License, Prevue Credits, Prevue Assessments, Prevue Reports, and any testing or other services that Prevue has agreed to supply to Customer;
“Unlimited Use Account” means an Account that Prevue designates for unlimited use of Prevue Assessments by a user under a License;
“User Documentation” means the documents, user manuals, and guides with respect to the operation of the Platform;
“Term” as described in section 3.1;
“Virus” means a piece of code that causes an unexpected and undesirable event, including worms, trojan horses, and harmful contaminants.

2. Services

2.1 Services. Prevue will provide the Services to the Customer during the Term, subject to the terms of this Agreement and payment of the fees in section 5. In the event of a conflict between the terms of this Agreement and terms of any written order form or agreement signed by both parties, the signed order form/agreement will prevail.

2.2 Modify Services. Prevue reserves the right to modify or discontinue certain features of the Services. If Prevue makes a material adverse reduction to the core functionality of the Services during a paid term, Customer may terminate this Agreement and receive a pro-rated refund of any prepaid, unused fees.

For greater certainty, changes to user interface, workflows, features provided on a beta, trial, promotional, no-charge, or third-party integrated basis, or changes made to maintain security, legal compliance, or technical integrity of the Services, shall not, by themselves, constitute a material adverse reduction to the core functionality of the Services.

2.3 Prevue Distributor. This Agreement applies even if a Distributor provides the Services to you, in whole or in part.

2.4 Amendments to this Agreement. Prevue may change this Agreement at any time and will give Customer at least 30 days’ notice. Changes will take effect upon the start of Customer’s next Renewal Term. If Prevue requires changes to take effect mid-term and such changes are materially adverse to Customer, Customer may terminate this Agreement without penalty upon written notice.

2.5 Third-Party Services. The Services may contain features designed to interoperate with third-party applications or systems, such as Applicant Tracking Systems. Prevue does not guarantee the continued availability, compatibility, performance, or security of any third-party integration. Prevue may cease providing any integration at any time, and any such change will not entitle Customer to a refund or credit. Integrations may change, degrade, or stop functioning if a third-party provider changes, restricts, suspends, or discontinues its APIs, authentication methods, permissions, policies, infrastructure, or access terms. Prevue is not responsible or liable for any third-party products or services, or for any outages, delays, data loss, security incidents, API changes, access restrictions, or acts or omissions of any third party.

2.6 Free Trials. “Free Trial” means the temporary, no-cost use of the Service for the purpose of evaluating a potential purchase, as described in the applicable Order Form. The Customer may use the Free Trial solely:

for a period of seven (7) consecutive calendar days from the date of activation;
to invite an unlimited number of individuals to complete assessments, with the limitation that no more than ten (10) assessment reports in total may be generated during the Free Trial period; and
for the exclusive purpose of evaluating whether to subscribe to the Service. For greater certainty, the Free Trial may not be used to assess actual job applicants or for any commercial or operational purpose. We reserve the right to suspend or terminate any Free Trial at our discretion, at any time, and without notice. Each organization or individual is limited to one (1) Free Trial.

3. Term and Termination

3.1 Term. This Agreement shall commence as of the Effective Date and shall continue for a period of one year (the “Initial Term”). Unless either Party notifies the other at least 30 days prior to the expiration of the Initial Term or the then-current Renewal Term, this Agreement shall automatically renew annually (each a “Renewal Term”; collectively the “Term”) to the extent permitted by applicable law.

3.2 Suspension of Services.

Payment Suspension. In the event that Customer does not pay the Fees when due, Prevue may suspend Customer’s and its Authorized Users’ access to the Services until payment is made.
Emergency Suspension. Prevue may immediately suspend Customer’s or any Authorized User’s access to the Services if Prevue reasonably believes that:
(i) Customer’s use of the Services poses a security risk to the Platform or to other customers;
(ii) Customer is using the Services for fraudulent or illegal activities;
(iii) immediate suspension is necessary to prevent harm to Prevue or its systems;
(iv) Customer’s or its Authorized Users’ use of the Services involves excessive system usage, denial-of-service activity, automated attacks, abusive behavior, credential compromise, attempts to circumvent security controls, or any activity that threatens the stability, availability, integrity, or performance of the Platform; or
(v) suspension is reasonably necessary to investigate suspected fraud, impersonation, manipulation of candidate testing, or other misuse of the Services. Prevue will use commercially reasonable efforts to provide notice of such suspension and will restore access once the underlying issue is resolved, as determined by Prevue acting reasonably.

3.3 Customer’s Right to Terminate. Customer may terminate this Agreement upon 30 days’ written notice if Prevue commits a material breach of this Agreement and fails to cure such breach within that 30-day period.

3.4 Prevue’s Right to Terminate. Prevue may terminate this Agreement immediately upon written notice if Customer:

fails to pay any sum owing by the due date and such failure continues for five (5) Business Days after written notice;
infringes the Intellectual Property Rights of Prevue; or
breaches any other material provision of this Agreement and fails to cure such breach within fifteen (15) Business Days after written notice.

3.5 Waiver. The waiver by either Party of a breach shall not be effective unless in writing and shall not be construed as a waiver of any succeeding breach.

3.6 Effect of Termination. Upon the termination of this Agreement for any reason:

the Parties shall implement the Transition-Out Services pursuant to section 3.8;
Prevue shall terminate and invalidate any Authentication IDs associated with Customer;
Customer shall pay to Prevue all Fees and other amounts accrued, earned, or payable as of the effective date of termination, and, if Customer terminates or Prevue terminates for Customer’s breach, any non-cancellable committed Fees for the remainder of the then-current Term shall immediately become due and payable, to the extent permitted by applicable law; and
each Party will return or destroy all Confidential Information of the other Party

3.7 Data Retention & Deletion.

For Unlimited Use Accounts: Upon termination or expiration of this Agreement, Account Data will remain available for export for a period of thirty (30) days. Thereafter, Prevue will irreversibly anonymize or securely delete all production Account Data in accordance with its Data Deletion and Retention Policy.
Notwithstanding the foregoing, deletion or anonymization may be delayed to the extent required by applicable law, legal hold, disaster recovery systems, backup retention cycles, or technical processes reasonably necessary to complete secure deletion, provided that any retained data remains protected in accordance with this Agreement.
For Pay-Per-Use Accounts: Prevue will retain Account Data for a period of two (2) years following the last purchase of Prevue Credits. If no purchase is completed within this period, the account will enter an ‘Inactive’ status and be retained for one (1) additional year (the ‘Grace Period’). If no purchase is made by the end of the Grace Period (totalling three years of inactivity), data will be irreversibly anonymized or deleted. A purchase of Prevue Credits at any time during this period halts the deletion process and resets the retention timeline.
General Retention Terms: Unless otherwise agreed in a separate Data Retention Addendum or where the Customer has explicitly subscribed to an extended Data Archiving Service, all Account Data will be retained and deleted in accordance with the standard timelines set forth in this Section.
Exceptions: Notwithstanding the foregoing, Prevue may retain specific financial, billing, and transactional records within its secure Customer Relationship Management (CRM) system for the minimum period required to satisfy applicable tax, legal, or regulatory retention obligations.

3.8 Transition Assistance. Commencing upon the delivery of any notice of termination or non-renewal of this Agreement, and continuing for a period of thirty (30) days after the effective date of expiration or termination (the “Transition-Out Period”), Prevue will, to the extent requested by Customer, provide reasonable cooperation and assistance to facilitate the orderly transition and migration of the Services and transfer of Account Data to Customer. Customer will continue to pay for Services properly rendered during the Transition-Out Period. For any additional services or resources required to provide this assistance, the Parties shall mutually agree upon the hourly rates or fees in writing prior to Prevue commencing such work.

4. Supply of Account

4.1 Account Set-up. Prevue or a Distributor will maintain an Account for Customer at PrevueHub.

4.2 Type of Account. The Account will be identified as either:

A Pay-Per-Use Account
An Unlimited Use Account

4.3 Account Security. Customer must create an account to access the Services. Prevue reserves the right, using reasonable discretion based on security standards, to cancel or refuse registration of passwords it deems insecure or inappropriate. Customer is responsible for maintaining the security of all log-in information and for all acts and omissions that occur under its Account, subject to Prevue’s security obligations.

5. Fees

5.1 Invoices. Customer will be invoiced for Services purchased. Prevue may suspend the Account if payment is not made on time.

5.2 Sales Taxes. Prices are exclusive of all applicable taxes, which will be added to the invoice.

5.3 Payment Method. Customer agrees to keep billing information current at all times.

5.4 Renewal Pricing. Upon annual renewal of the Services, Fees will be charged at Prevue’s then-current list price or a mutually agreed upon fee. Prevue will notify Customer of any price changes at least 30 days before the renewal date.

5.5 Price Changes. Prevue may change prices at any time with 30 days’ notice. For fixed-term Services (such as an annual License), price changes will not take effect until the end of the current term.

5.6 Refund Policies. Unless otherwise provided by law, or in the event of a billing error or an uncured material breach by Prevue, all purchases are final and non-refundable. In all cases, any refund, credit, or reimbursement obligation of Prevue under this Agreement shall not exceed the amount of prepaid, unused fees actually received by Prevue for the specific affected Services, and no refund shall be due for used Services, expired credits, or other amounts except as expressly stated in this Agreement or required by applicable law.

5.7 Late Payments. A late payment fee of 1.5% per month (or the maximum allowed by law, whichever is less) will be charged on overdue invoices. Customer must pay reasonable collection costs, including legal fees. Any unused prepaid fees, prepaid subscriptions, or prepaid credits are forfeited upon expiration or termination except to the extent otherwise expressly provided in this Agreement or required by applicable law.

5.8 Pay-Per-Use Account Credits. Prevue Credits are active for 24 months from the date of purchase. Unused Prevue Credits expire 24 months from the date of deposit and are non-refundable.

Prevue may, as a courtesy and without obligation, provide notice to Customer prior to the expiry of Prevue Credits using the contact information associated with the Account. Failure to provide such notice shall not extend the expiry date.

6. Use of Services

6.1 Grant of License. For Unlimited Use Accounts, Prevue grants Customer a non-exclusive, non-assignable, non-sublicensable license to use the Services to assess Candidates during the Term, provided Customer does not use the Services to develop competing services.

Without limiting the foregoing, Customer shall not use the Services, Prevue Assessments, Prevue Reports, benchmarks, scoring logic, outputs, Assessment Data, or related materials to create, replicate, train, fine-tune, validate, calibrate, benchmark, test, improve, or develop any competing product, service, model, database, assessment methodology, machine learning model, artificial intelligence system, large language model, algorithmic hiring tool, competing assessment technology, or other system that replicates or competes with the features or functionality of the Services, without Prevue’s prior written consent.

6.2 License Term. The License is an annual license that automatically renews for successive one-year terms as provided in section 3.1.

6.3 License Fee. The fee for the annual License is collected in advance and is based on the number of persons in Customer’s employ. The License fee on each renewal will be based on Prevue’s then-current pricing, provided Prevue gives 30 days’ prior notice of any increase.

6.4 Automatic Renewal. We will inform you by email before automatically renewing any License. You must cancel the Services by contacting [email protected] or their Customer Success Manager at least 30 calendar days before the renewal date to avoid being billed for the renewal.

6.5 Cooling Off Period: Customer agrees that Prevue may begin providing Services immediately. There is no cancellation or “cooling off” period unless required by local law.

6.6 Restrictions on Use. Customer shall not:

permit unauthorized persons to use the Services;
sublicense, distribute, sell, resell, lease, timeshare, operate as a service bureau, provide as an outsourced assessment service, or otherwise make the Services available for the benefit of unrelated third parties, except as expressly authorized in writing by Prevue;
process data of third parties through the Services except as expressly permitted under this Agreement for Customer’s own recruiting, employment, and related internal business purposes;
reverse engineer, decompile, or disassemble any software used by Prevue;
use any robot, scraper, crawler, spider, bot, automated script, or similar automated means to access, query, monitor, extract, harvest, mine, or copy any portion of the Services, Platform, Account Data, Prevue Reports, Prevue Assessments, or outputs, except through functionality expressly made available by Prevue;
perform bulk extraction, systematic downloading, or data mining of any content, reports, results, metadata, or other information from the Services except as expressly permitted by Prevue in writing;
benchmark, compare, evaluate, or test the Services, Prevue Assessments, Prevue Reports, scoring logic, outputs, or related performance for publication, marketing, competitive analysis, or disclosure to third parties without Prevue’s prior written consent; or
manipulate candidate testing conditions, falsify candidate identity, assist impersonation, circumvent assessment integrity measures, or otherwise engage in fraudulent, deceptive, or abusive conduct in connection with candidate assessments.

6.7 Permitted and Authorized Users. Customer shall ensure all Authorized Users comply with this Agreement and is responsible for their actions. Customer is responsible for maintaining the confidentiality and security of Authentication IDs, passwords, and other access credentials and for promptly disabling access for any person who is no longer authorized to use the Services.

6.8 Help Desk. Prevue shall make available its help desk to support Customer’s use of the Services.
6.9 Grant by Customer. Customer grants Prevue a royalty-free, non-exclusive license to use, copy, store, and display Account Data solely to perform the Services and as otherwise permitted herein.

6.10 Customer Responsibilities. Customer shall:

maintain systems and internet connections necessary to access the Services;
control the issuance of Authentication IDs;
be responsible for the accuracy and lawful collection of all Account Data; and
comply with all applicable laws and User Documentation; and e. be solely responsible for providing all notices and obtaining all consents, authorizations, and acknowledgements required by applicable law from Candidates and other individuals whose data is processed through the Services.

6.11 Prohibited Activities. Customer shall not use the Services for unlawful purposes, upload Objectionable Content, introduce Viruses, intercept messages, impose unreasonable loads on the Platform, or remove proprietary notices.

6.12 Viruses and Objectionable Content. If Prevue reasonably determines that any Account Data contains a Virus or is Objectionable Content, Prevue may remove it to protect the Platform. Prevue may charge Customer for reasonable, documented out-of-pocket costs associated with such removal, unless caused by Prevue’s systems. Prevue shall notify Customer as soon as reasonably possible.

7. Proprietary Rights

7.1 Prevue’s Ownership. Prevue owns all worldwide right, title, and interest, including Intellectual Property Rights, in the Prevue Property and User Documentation.

7.2 Customer’s Ownership. As between Customer and Prevue, Customer controls and owns all rights to the Account Data to the extent it has such rights under applicable law. Prevue acquires no ownership interest in Account Data other than the licenses granted herein.

7.3 Use of Services. Nothing in this Agreement gives Customer a right to use Prevue’s trademarks, logos, or domain names without written consent.

7.4 Reservation of Rights. All rights not expressly granted under this Agreement are reserved by Prevue and its licensors.

7.5 Intellectual Property Notices. Customer will not remove or alter any proprietary rights notices contained within the Services.

7.6 Feedback. Customer may voluntarily provide suggestions, enhancement requests, recommendations, or other feedback regarding the Services (“Feedback”). Customer grants Prevue a royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to use or incorporate any Feedback into the Services or Prevue Property without obligation or compensation to the Customer.

8. Confidentiality

8.1 Obligation. Both Parties agree to treat all non-public information disclosed under this Agreement as confidential (“Confidential Information”). Each party will use a reasonable standard of care to protect it and will not disclose it to third parties except as required by law. Confidential Information does not include information that:

is or becomes publicly available without breach of this Agreement;
was known to the receiving party prior to disclosure; or
is independently developed by the receiving party.

9. Data Security & Privacy

9.1 Protection of Account Data. Prevue shall maintain commercially reasonable administrative, physical, organizational, and technical safeguards, consistent with industry standards, for the protection of the security, confidentiality, and integrity of Account Data, including such backup, recovery, access control, and encryption measures as Prevue determines appropriate in light of the nature of the Services. Customer acknowledges that no security safeguards are infallible and that Prevue does not guarantee that the Services will be free from all security incidents, interruptions, or unauthorized access. To the extent that Prevue processes any personal data on Customer’s behalf that is subject to applicable data protection laws requiring a formal agreement, the Parties agree that Prevue’s standard Data Processing Addendum (DPA) shall apply and is hereby incorporated by reference into this Agreement.

Prevue may update, replace, or modify its security measures, technical controls, infrastructure, hosting arrangements, and system architecture from time to time in its discretion, provided that Prevue maintains security protections that are commercially reasonable in light of the nature of the Services.

9.2 Restricted Access to Account Data. Prevue restricts access to Account Data to authorized personnel who require such access strictly for the purposes of:

providing the Services in accordance with this Agreement, or
responding to support requests, whether submitted directly to Prevue employees or via Prevue’s designated support ticketing system. Prevue ensures that all such personnel are bound by confidentiality obligations and access controls consistent with Prevue’s internal security policies.

9.3 Security Incident Notification. In the event of a confirmed Security Incident involving the unauthorized disclosure, loss, or alteration of Account Data, Prevue will notify the Customer without undue delay and in no event later than seventy-two (72) hours after discovery of the Security Incident. Such notice shall include, to the extent known at the time, the nature of the incident, the data involved, and the remediation steps taken or planned.

9.4 Sub-Processors. Customer acknowledges and agrees that Prevue utilizes third-party sub-processors (e.g., Amazon Web Services) to provide the Services. Prevue maintains a formal Vendor Management Policy to ensure that all sub-processors are evaluated for security risks and are subject to confidentiality and security obligations substantially like those set forth in this Agreement.

9.5 Use of Artificial Intelligence Tools. Prevue may utilize third-party artificial intelligence tools and platforms (“AI Tools”) internally to support the delivery and administration of the Services, including for purposes such as internal analysis, productivity, and communications. Any AI Tools used by Prevue shall be subject to the following conditions:

Data Processing Agreement: All AI Tools that may process personal data or Confidential Information shall be subject to a Data Processing Agreement (or equivalent contractual safeguard) ensuring that such data is not used to train AI models and is handled in accordance with applicable data protection laws.
Approved Tools Only: Prevue shall maintain an internal policy governing the approved use of AI Tools by its personnel. Prevue’s personnel shall not input Account Data or identifiable Candidate data into any AI Tool that has not been approved under such policy.
Existing Obligations: The use of AI Tools by Prevue does not diminish or alter Prevue’s confidentiality, data security, or data protection obligations to Customer as set out in this Agreement. Prevue remains responsible for any acts or omissions of its personnel in connection with the use of AI Tools.
No Material Change to Services: AI Tools used internally by Prevue’s personnel do not form part of the Services delivered to Customer and do not constitute a material change to the Services for the purposes of section 2.2.

10. Covenants

10.1 Customer Covenants. Customer acknowledges and agrees to:

Comply with Guidelines: Comply with User Documentation and guidelines.
Use of Services: Use Services only as permitted in this Agreement, for lawful purposes.
No Interference: Not disrupt the Services or connected networks.
Research Data: Customer authorizes Prevue to use the results of Prevue Assessments, surveys, related scoring data, and anonymized usage information derived from the Services (collectively, “Assessment Data”) for assessment validation, developing norms, conducting research, analytics, product improvement, security monitoring, operational analysis, statistical reporting, benchmarking, and other commercial or business purposes. Prevue shall only use Assessment Data for these purposes if it is strictly de-identified and aggregated so that it cannot reasonably be used to identify the Customer or any individual Candidate. The authorization in this section is perpetual, irrevocable, worldwide, royalty-free, and survives expiration or termination of this Agreement.
Right to Audit: Prevue may audit Customer’s records for compliance with this Agreement upon reasonable advance notice, during normal business hours, and subject to confidentiality obligations.
Employment and Hiring Compliance: Customer is solely responsible for ensuring that its use of the Services complies with all applicable employment, labour, human rights, anti-discrimination, privacy, artificial intelligence, hiring, and workplace laws, regulations, codes, and guidance in the jurisdictions relevant to Customer’s activities.
Decision-Making Responsibility: Customer shall not rely on the Services or any assessment result, report, score, or output as the sole basis for any employment-related decision and remains solely responsible for all such decisions.
Customer Use of Automated Decision-Making Tools. Customer acknowledges that it may choose to use the Services as one factor within broader hiring, employment, or workforce decision-making processes that may be subject to applicable employment, privacy, human rights, or automated decision-making laws and regulations. Customer remains solely responsible for determining whether its use of the Services complies with applicable laws, regulations, guidance, notice obligations, audit requirements, or consent requirements in the jurisdictions relevant to Customer’s operations.

10.2 Prevue Covenants. Prevue acknowledges and agrees:

Privacy: To protect personal information in accordance with the Prevue Privacy Policy, provided that updates to the Privacy Policy shall not materially reduce protections during a paid term.
Representation: Prevue represents it has the authority to deliver the Services.

11. Indemnity

11.1 Customer Indemnity. Customer agrees to indemnify, defend, and hold Prevue and its affiliates harmless from any third-party claims, losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to (i) Customer’s or its Authorized Users’ breach of this Agreement or applicable law, (ii) Customer’s breach of applicable data privacy, employment, human rights, or anti-discrimination laws in connection with its use of the Services, (iii) Account Data or other materials provided by or on behalf of Customer, including the upload of Objectionable Content, or (iv) infringement or alleged infringement of third-party Intellectual Property Rights by Account Data or Customer-provided materials. This is conditional upon Prevue providing prompt written notice, allowing Customer to control the defense, and not settling without Customer’s consent.

11.2 Prevue Indemnity. Prevue agrees to indemnify and hold Customer harmless from any third-party claims that the Services, as provided by Prevue and used by Customer in accordance with this Agreement and the User Documentation, infringe any third-party Intellectual Property Rights; provided, however, that Prevue shall have no obligation to the extent any claim arises from (i) modifications not made by Prevue, (ii) use of the Services in combination with products, services, data, or processes not provided by Prevue, (iii) Customer’s use of the Services other than as permitted under this Agreement, (iv) Customer’s continued use of the allegedly infringing Services after notice of the claim and provision of a non-infringing alternative, or (v) Account Data or other materials provided by Customer. This indemnity is conditional upon Customer:

providing prompt written notice;
cooperating with reasonable requests;
granting control of the defense to Prevue; and
not settling without Prevue’s prior written approval.

If the Services become, or in Prevue’s opinion are likely to become, the subject of an infringement claim, Prevue may, at its option and expense, (i) procure for Customer the right to continue using the affected Services, (ii) modify or replace the affected Services so that they become non-infringing without materially reducing core functionality, or (iii) terminate the affected Services and provide a pro-rated refund of any prepaid, unused fees for the terminated portion. This section states Prevue’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for any third-party Intellectual Property Rights infringement claim.

12. Disclaimer

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “WITH ALL FAULTS” BASIS. PREVUE PROVIDES THE PLATFORM WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, EXCEPT WHERE PROHIBITED BY LAW. PREVUE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER REPRESENTS THAT ITS UPLOAD AND USE OF ACCOUNT DATA WILL NOT INFRINGE THE RIGHTS OF OTHERS.

WITHOUT LIMITING THE FOREGOING, PREVUE DOES NOT WARRANT OR REPRESENT THAT THE SERVICES, PREVUE ASSESSMENTS, PREVUE REPORTS, OR ANY OUTPUTS WILL GUARANTEE HIRING, EMPLOYMENT, PERFORMANCE, JOB FIT, LEGAL COMPLIANCE, OR OTHER BUSINESS OUTCOMES, OR THAT CUSTOMER’S PARTICULAR USE OF THE SERVICES WILL COMPLY WITH ANY SPECIFIC LEGAL, REGULATORY, PROFESSIONAL, EMPLOYMENT, HUMAN RIGHTS, PRIVACY, OR AI GOVERNANCE REQUIREMENT APPLICABLE TO CUSTOMER. PREVUE DOES NOT PROVIDE LEGAL ADVICE, HUMAN RESOURCES ADVICE, OR COMPLIANCE ADVICE. PREVUE ASSESSMENTS, REPORTS, SCORES, BENCHMARKS, AND OUTPUTS ARE PROBABILISTIC, INFORMATIONAL TOOLS ONLY, ARE NOT GUARANTEES OR PREDICTIONS OF FUTURE PERFORMANCE, CONDUCT, OR SUITABILITY, AND SHOULD NOT BE USED AS THE SOLE BASIS FOR ANY HIRING, EMPLOYMENT, PROMOTION, DISCIPLINE, TERMINATION, OR OTHER PERSONNEL DECISION.

13. Limitation of Liability

13.1 Exclusion of Damages. To the extent permitted by law, neither Party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, goodwill, or data, arising out of or related to this Agreement.

13.2 Liability Cap. To the fullest extent permitted by law, in no event will the collective aggregate liability of Prevue and its affiliates, whether in contract, tort (including negligence), statute, equity, or otherwise, arising out of or related to this Agreement or the Services, exceed the total amounts paid by Customer to Prevue for the Services giving rise to the liability in the twelve (12) months immediately preceding the first event giving rise to the claim, notwithstanding any failure of essential purpose.

13.3 Data Backup. While Prevue performs regular backups per its security policies, Customer has the sole responsibility for exporting and archiving its Account Data prior to termination.

14. Publicity

Prevue may use the Customer’s name and logo for marketing purposes, including in promotional materials and on Prevue’s website, subject to the Customer’s prior written consent.

15. General Provisions

15.1 Waiver. No delay in exercising any right will constitute a waiver.

15.2 Dispute Resolution and Applicable Law. This Agreement shall be governed by the laws of the Province of British Columbia. Any dispute shall be resolved by arbitration in Vancouver, BC, under the Arbitration Act. The arbitrator may award costs to the prevailing party. Notwithstanding the foregoing, either Party may seek injunctive relief in a court of competent jurisdiction to protect its Intellectual Property or Confidential Information.

15.3 Limitation Period. To the fullest extent permitted by applicable law, any claim or cause of action arising out of or relating to this Agreement or the Services must be commenced within one (1) year after the events giving rise to the claim are first known or ought reasonably to have been known, failing which such claim is permanently barred.

15.4 Force Majeure. Prevue shall not be liable for failure to perform caused by acts beyond its reasonable control.

15.5 Severability. If any provision is found unenforceable, the remaining provisions shall remain valid.

15.6 Notices. Notice may be given by electronic mail to the addresses provided by the Parties or by courier to the contact address set out on the execution page or order form. Customer consents to receiving notices, disclosures, invoices, and other communications electronically.

15.7 Relationship. The Parties are independent contractors.

15.8 No Third Party Beneficiaries. Except as expressly provided in this Agreement, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and nothing in this Agreement is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever.

15.9 Further Assurance. Customer shall, upon Prevue’s reasonable request, promptly execute and deliver such additional documents, addenda, consents, or instruments as may be reasonably necessary to give effect to this Agreement and support the provision of the Services, including without limitation a data processing addendum, security addendum, reseller or distributor addendum, or similar supporting documentation, provided such documents are consistent in all material respects with this Agreement or reasonably required for legal, security, operational, or compliance purposes.

15.10 Assignment. Customer shall not assign this Agreement without Prevue’s prior written consent (not to be unreasonably withheld). Prevue may assign this Agreement, in whole or in part, without Customer’s consent, to an affiliate or in connection with a merger, amalgamation, reorganization, sale of shares, sale of assets, financing, or other corporate transaction involving all or substantially all of the business or assets to which this Agreement relates, or any change of Control.

15.11 Authority. Each party represents it has full power to enter into this Agreement.

15.12 Survival. Sections regarding Fees, Proprietary Rights, Confidentiality, Data Retention, Indemnity, Disclaimers, and Limitation of Liability shall survive termination.

15.13 Entire Agreement. This Agreement is the entire agreement between the Parties and supersedes all prior proposals.

15.14 Counterparts. This Agreement may be executed electronically in counterparts.

15.15 Acknowledgement. Customer acknowledges it has read this Agreement, understands it, and agrees to be bound by its terms.

Prevue APS Pro
Standard Terms of Supply

Thank you for choosing to use Prevue APS Pro. These Standard Terms of Supply constitute an agreement between you and Prevue HR Systems Inc. (referred to as “Prevue,” “we,” or “our”) that describes your rights and obligations relating to the use of the applicant tracking system that we provide to you through a Prevue APS Pro Account. You should read this entire Agreement because all the terms and conditions of use are important and together create a legal agreement that applies to you.

1. Interpretation of this Agreement

1.1 Definitions: The following definitions will apply:

“Account” means the Prevue APS Pro account that Prevue or a Distributor opens for you under a sub-domain name of prevueaps.com that is approved by you, where you can develop and maintain a customized career center, post job openings on job boards of your choice, monitor and manage applications for your job openings, review Prevue Assessments results, and manage candidate data;
“Account Data” means all job and candidate information that you create or gather and save in your Account;
“Agreement” means this agreement made between you and Prevue;
“candidate” means any job applicant who applies for jobs posted in or through your Account;
“Distributor” means an authorized Prevue Distributor appointed by Prevue with authority to open and support your Prevue APS account;
“License” means the unlimited use license granted to you under section 4.1 of this Agreement;
“Prevue Assessments” means any one or more of the Prevue Abilities Assessments, the Prevue Occupational Interests Assessment, and the Prevue Personality Assessments;
“Prevue APS” or “Prevue APS Pro” refers to the Prevue applicant tracking or processing system described in detail at prevuehr.com;
“PrevueOnline/PrevueHub” means the website at www.prevueonline.com or www.prevuehub.com;
“Prevue Reports” means all reports that can be generated from PrevueOnline/PrevueHub from the use of Prevue Assessments;
“Prevue Screen report” refers to one of the Prevue Reports that can be generated from the use of the 48 question Prevue Short Form Personality Assessment to provide an initial report on a candidate’s personality fit for a specific position;
“Services” means the supply to you of the Account, the License, unlimited Prevue Screen reports and a pay-per-use account at PrevueOnline/PrevueHub together with all other information, documents, and reports that are made available to you through your Account;
“Supplier” means any third party that provides any part of the Services to Prevue.

1.2 Headings: Any heading, caption, or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

2. Scope of Agreement

2.1 Services Covered by This Agreement: Your use of the Services (including the Account) is subject to the terms of this Agreement and any other agreement made between you and Prevue for use of the Services. Unless otherwise agreed in writing with Prevue, your agreement for use of the Services will always include, at a minimum, the terms set out in this Agreement. In the event of a conflict between the terms of this Agreement and the terms of any other agreement between you and Prevue, the terms of this Agreement will prevail.

2.2 Prevue Distributors & Suppliers: Where the Services are provided by or through a Distributor with whom you do business, this Agreement will apply notwithstanding the Services are provided in whole or in part by the Distributor. Where any part of the Services is provided by a Supplier, this Agreement will apply jointly to Prevue and the Supplier.

2.3 Your Acceptance of This Agreement: By using or accessing the Services, you agree to abide by this Agreement without modification by you. If you don’t agree, then do not use the Services. If you are entering into the Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to the terms of this Agreement; and in such event, “you” and “your” as used in this Agreement will refer to such entity. If you do not have such authority, or if you or such entity do not agree to the terms and conditions of this Agreement, you may not use the Services.

2.4 Amendments to This Agreement: Prevue may change the terms of this Agreement at any time on a minimum of 30 days’ notice. When changes are made, Prevue will notify you through the user interface in PrevueOnline/PrevueHub, in an email message, or through such other means as Prevue considers reasonable. If you use the Services after the date the change becomes effective, you consent to the changed terms. If you don’t agree to the changes, you must stop using the Services.

3. Supply of Account

3.1 Account Set-up: Prevue or a Distributor has established and will maintain an Account for you with a unique sub-domain name that you have approved and log-in rights for your selected personnel. On your request, Prevue will also provide you with a pay-per-use account at PrevueOnline/PrevueHub where you can administer Prevue Assessments to your candidates and obtain Prevue Reports, subject always to the standard terms of supply that are set out in PrevueOnline/PrevueHub.

3.2 Account Information: You are responsible for keeping your Account log-in information and passwords confidential, and you are responsible for all activity that occurs in your Account. You can use your Account to gain access to other Prevue products, websites, or services (such as Prevue Assessments at PrevueOnline/PrevueHub). If you do so, the terms and conditions for those products, websites, or services will also apply to your use of those products, websites, or services in addition to the terms of this Agreement.

4. Account License

4.1 Grant of License: By opening the Account for you, Prevue grants you a non-exclusive, non-assignable, unlimited use license (the “License”) to: (i) register as many log-ins as you require; (ii) post an unlimited number of job openings and evaluate an unlimited number of job applicants for the job openings; and (iii) requisition Prevue Screen reports for all candidates.

4.2 License Term: The License is an annual license (unless otherwise agreed upon in writing by Prevue) that commences on the date agreed upon by you and Prevue and continues for an initial term of one year. The License will automatically renew for successive one-year terms as provided in section 4.4 of this Agreement.

4.3 License Fee: The fee for the annual License is charged and collected in advance and is based on the number of persons in your employ at the date of commencement of the License and each renewal of the License as agreed upon between you and Prevue or a Distributor. The License fee on each renewal will be equal to the fee charged for the immediately preceding annual term unless the number of persons in your employ changed or unless Prevue or your Distributor has given you at least 30 days prior notice of a fee increase. If Prevue has agreed to accept payment of the annual license fee in monthly or other periodic payments, any default in payment of any periodic payment renders the entire unpaid balance of the license fee at once due and payable.

4.4 Automatic Renewal: Provided that automatic renewals are allowed in your country, province, or state, we’ll inform you by email before automatically renewing the License granted to you. Once we have informed you that your License will be automatically renewed, we may automatically renew the License and charge you the then current price for the renewal term. We’ll also remind you that we’ll bill your chosen payment method for the Services renewal, whether it was on file on the renewal date or provided later. You must cancel the Services before the renewal date to avoid being billed for the renewal.

4.5 Cooling Off Period: When you request a Service from us, you agree that we may begin to provide the Service immediately. You won’t be entitled to a cancellation or “cooling off” period, except if the law requires a cooling off period.

4.6 License Termination: The License and the supply of the Services will terminate on the earlier of: (i) the expiration of any annual term of the License if you have given written notice to Prevue that you do not want to renew the License as provided in section 4.4; or (ii) the date which is 10 days after Prevue has given you written notice to cure a breach of any of the provisions, terms and conditions of this Agreement, if you have not then cured such breach. Upon termination, Prevue will be entitled to close the Account.

5. Fees & Charges

5.1 Invoices: You will be invoiced for the annual License fee and any other Services you purchase, and you agree to pay those charges in the currency and within the time specified in the invoice. Prevue may suspend or close the Account if payment is not made on time. Suspension or closure of the Account for non-payment could result in a loss of access to and use of your Account and your Account Data.

5.2 Sales Taxes: The price for any Services (including the License for use of your Account) is exclusive of all applicable federal, state, provincial, or local sales or value added taxes or levies and such taxes or levies will be added to the price for the Services you purchase.

5.3 Payment Method: To pay the charges for any Services provided by Prevue, you’ll be asked to provide a method of payment of invoices at the time you sign up for those Services. You agree to keep your billing information current at all times.

5.4 Price Changes: We may change the prices for any of the Services at any time and will notify you by email at least 30 days before the price change takes effect. If you don’t agree to the price change, you must cancel and stop using the Services before the price change takes effect. If there is a fixed term and price for any of your current Services (such as a License) at the time notice is given of a price change, that price change will not become effective until the end of the term of your current Service offer.

5.5 Refund Policies: Unless otherwise provided by law in your jurisdiction, all purchases are final and non-refundable.

5.6 Late Payments: A late payment fee of 1.5% per month will be charged on overdue invoices. You must also pay for all reasonable costs we incur to collect any past due amounts including reasonable lawyers’ fees and other legal fees and costs.

6. Provision of Services

6.1 User Covenants: You acknowledge and agree that:

Comply with Guidelines: You will comply with all guidelines, manuals, directives, or other publications that are posted in your Account in regard to the use of your Account or other Services.
Use of Services: You will use the Services only for purposes that are permitted under: (i) the terms of this Agreement; and (ii) any applicable law, regulation, or generally accepted practices or guidelines in the jurisdictions in which you conduct business.
No Interference: You will not engage in any activity that interferes with or disrupts the Services or the servers and networks that are connected to the Services.
Research Data: You authorize Prevue to use you Account Data, including the results of screening surveys and other information stored in your Account (herein referred to as “Research Data”) to review the validity and reliability of the Services provided to you and generally for conducting research. Prevue will only use Research Data in anonymous form and will not include any information identifying the organization you are associated with or any identifiable individual as the source of the Research Data. Access to Research Data will be restricted to only those individuals directly involved in such research.

6.2 Prevue Covenants: Prevue acknowledges and agrees:

Confidentiality: To maintain the confidentiality of all Account Data you develop or gather in your Account.
Privacy: To protect the privacy of any personal information of individuals (whether your candidates or otherwise) that you create or collect in your Account in accordance with the Prevue Privacy Policy that is set out in your Account.
Indemnity: To indemnify and hold you and your officers, directors, employees, and agents harmless from and against any and all claims, demands, cause of action, losses, proceedings, damages, expenses, and judgments arising out of any claim or allegation that any part of the Services, including your use of the Account infringes any third party intellectual property rights. This indemnity is conditional upon you: (i) providing us prompt written notice of any claim regarding any actual or alleged infringement; (ii) cooperating with our reasonable requests for information or other assistance; (iii) granting control of the defense of any such claim or allegation to us; and (iv) not settling or making any offer to settle any such claim or make any admission of guilt or fault without first obtaining our prior written approval.
Representation and Warranty: Prevue represents and warrants that it is authorized to sell and deliver the Services to you and has all the requisite capacity, power, and authority to execute, deliver, and perform all its obligations under this Agreement.
Deliver Account Data: In the event that this Agreement is terminated (other than by reason of your breach), Prevue will make available to you a file of the Account Data (jobs information and applicant data) within 30 days of termination if you so request at the time of termination. This data file will be in MySQL dump format, available either via a download from a site specified by Prevue or on CD-ROM sent to you via regular post. If you require a format other than MySQL dump (i.e. XML or CSV), a data format and retrieval fee, not to exceed $500, may be charged for this service. You agree and acknowledge that Prevue has no obligation to retain the Account Data for more than 30 days past the date of termination, and may delete such Account Data 30 days after the date of termination.

6.3 Limitation of Liability: You understand and agree that except as expressly otherwise provided in section 6.2(c) Prevue’s liability is limited to termination of use of the Account by you. To the extent not prohibited by applicable law, Prevue and its Distributors, Suppliers, and agents are not liable for any direct, indirect, incidental, special, consequential, punitive, exemplary, or other type of damages, including but not limited to, damages for loss of use, revenue, profits, goodwill, data, contracts, electronically transmitted orders, or other economic advantage (even if Prevue has been advised of the possibility of such damages), however caused and regardless of the theory of liability, whether in contract (including fundamental breach), tort (including negligence) or otherwise arising out of, or related to:

Your use or inability to use the Services;
The cost of procurement of substitute goods and services to replace the Services;
Unauthorized access to or alteration of your Account Data;
Any other matter relating to the Services, including materials or content you may download, use, modify, or distribute from your Account.

You have the sole responsibility for adequate protection and backup of Account Data created in your account and will not make a claim against Prevue for lost data, re-run time, inaccurate output, work delays, or lost profits resulting from the use of the Account.

6.4 Disclaimer of Warranties: You expressly understand and agree that except as provided in section 6.2(d):

The Account is provided on an “as is” and “as available” basis. Your use of the Account or other Services is at your own risk.
Prevue disclaims all warranties of any kind whether express or implied, including but not limited to, the implied warranties of merchantability or fitness for a particular purpose.
Prevue makes no warranties regarding the accuracy, reliability, quality, or availability of the Services.
No advice or information obtained from Prevue, whether written or oral, will create any warranty not expressly stated in this Agreement.
Prevue makes no warranty or representation that: (i) the Services will meet your requirements; (ii) the Services will be uninterrupted, timely, secure, or error-free; and (iii) the quality of any of the Services obtained by you through PrevueOnline/PrevueHub will meet your expectations.

6.5 Use of Your Account: You acknowledge and agree that:

Your Account and unique sub-domain name are only a vehicle for the posting of available job opportunities in your organization or for your clients. Prevue does not evaluate or censor the resumes, job opportunities, or other information posted through your account and is not involved in the actual transaction, if any, between you and candidates. Consequently, Prevue has no control over the quality, safety, or legality of the job listings or resumes posted through your account, the truth or accuracy of such job listings or resumes, the ability of your organization to hire candidates, or the ability of candidates to fill job openings.
You acknowledge and agree that you are solely responsible for the form, content, and accuracy of any resume, job listing, or other material that you post to or through your Account. Prevue neither warrants nor guarantees that a resume or job posting will be viewed by any specific number of users, or that a resume or job posting will be viewed by any user.
Prevue assumes no responsibility or liability for any personnel selected by you or your organization. Selection of any individual or entity is based solely on your organization’s investigation, verification, and determination that such hire is suitable for your organization’s purposes.

6.6 Managing Content & Communications: Prevue has no obligation to monitor your Account or other Services you use, including any materials that you post in or through the Account. You acknowledge and agree however that Prevue has the right (but not the obligation) to monitor the Account and related services, and the materials you transmit or post, to alter or remove any such materials and to disclose such materials to any third party in order to protect itself, its Suppliers, its registered users, and visitors, and to comply with legal obligations or governmental requests. Prevue reserves the right to refuse to post or to remove any information or materials, in whole or in part, that it deems in its sole discretion to be unacceptable, offensive, or in violation of this Agreement. Prevue also reserves the right, in its sole discretion, to prohibit any user who violates the terms of this Agreement from using their Account and related services.

6.7 Prevue’s Use of Account Data: Because Prevue and its designees host job boards and other forums that are accessible from the Account and redistribute materials that you give Prevue, Prevue requires certain rights to those materials. Therefore, by sending or transmitting to Prevue any resources, information, ideas, notes, concepts, trademarks, service marks, or other materials (including, but not limited to, job postings) that are included in your Account Data (collectively, “Content”), or by posting such Content in the Account, you grant Prevue and its designees a worldwide, non-exclusive, sub-licensable (through multiple tiers), assignable, royalty-free, right to link to, reproduce, distribute (through multiple tiers), adapt, create derivative works of, publicly perform, publicly display, digitally perform or otherwise use such Content in any media now known or hereafter developed. You hereby grant Prevue permission to display your logo, trademarks, and company name in the Account, your career site, and any job board where you wish to post your job openings. Further, by submitting Content to Prevue, you acknowledge that you have the authority to grant such rights to Prevue. Prevue acknowledges and agrees that you retain ownership of any copyrights, trademarks, and service marks in any content you submit.

6.8 Access to Services: You acknowledge that the Services are delivered via online systems and your access to the Services is dependent on third parties. You agree that Prevue will not have any liability to you for any losses you may suffer resulting directly or indirectly from:

Failures of performance on the part of Prevue’s internet service provider;
Failure of Prevue’s equipment or the equipment of a Supplier’s or other third parties;
Reasons related to any upgrades or maintenance of the Prevue APS system by Prevue or a Supplier;
Any security breach of the Prevue APS system unless such breach is shown to be the result of the gross negligence of Prevue or a Supplier.

7. Proprietary Rights

7.1 Ownership: You acknowledge and agree that Prevue and its Suppliers own all legal right, title, and interest in and to the Services, including any intellectual property rights that subsist in the Services (whether those rights happen to be registered or not and wherever in the world those rights may exist). You further acknowledge that you do not acquire any ownership rights by using the Account or other Services.

7.2 Use of Services: Unless Prevue has agreed otherwise in writing with you, nothing in this Agreement gives you a right to:

Use any of Prevue’s trade names, trademarks, service marks, logo, domain names and other distinctive brand features;
Modify, reproduce, duplicate, copy, license, sell, trade or resell the Services for any purpose.
Modify, reverse engineer, or create derivative works from any of the Services.
Use the Services to develop or assist others to develop any products or services that would compete with the products or services offered by Prevue.

7.3 Intellectual Property Notices: You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Services.

8. Miscellaneous

8.1 Entire Agreement: These Standard Terms of Supply, together with any other written agreement between you and Prevue, including any order form or proposal submitted by Prevue that you have accepted, govern the license and use of the Services that Prevue has agreed to supply to you.

8.2 Governing Law: This Agreement will be governed and interpreted according to the laws of the Province of British Columbia, Canada.

8.3 Dispute Resolutions: All disputes arising out of or in connection with this contract will be referred to and finally resolved by arbitration under the International Commercial Arbitration Rules of Procedure of the British Columbia International Commercial Arbitration Centre (“BCICA”). The appointing authority will be the BCICA. The case will be administered by the BCICA in accordance with its Rules. The place of arbitration will be Vancouver, British Columbia, Canada.

8.4 Other: In the event that any of the provisions of this Agreement are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Failure of any party to insist upon strict compliance with any of the terms and conditions of this Agreement will not be deemed a waiver or relinquishment of any similar right or power at any subsequent time.