The Praxis® Interactive Practice Tests
Subscriber Agreement — Terms and Conditions of Use
Upon completion of the attached Order Form and payment to ETS, Subscriber hereby agrees to be legally bound by the terms and conditions of this Subscriber
Agreement.
1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:
“Agreement” means this Subscriber Agreement and the Order Form.
“Intellectual Property Rights” shall mean all rights of a person or entity in, to, or arising out of:
a. Copyrights, including copyright registrations and applications therefore in the U.S. or any foreign country, and all rights corresponding thereto throughout the
world, b. Patents, including U. S., international, or foreign patents or any application therefore,
c. Trade Secrets, including any inventions, proprietary information, know-how, designs, technology and related data,
d. Trademarks including but not limited to trademarks, and service marks, trade names, trade dress, or domain names, including registrations issued, or pending
applications therefore, or existing under common-law, in the U.S. or in any foreign jurisdiction, e. Moral Rights, and
f. Any other proprietary rights anywhere in the world similar to those described in this definition.
“Subscriber” means the person who has agreed to be bound to the terms and conditions of this Agreement by signing the order form.
“Order Form” means the order form attached to this Agreement that includes pricing and product information regarding Subscriber’s use of the products.
“The Praxis Interactive Practice Test User” shall mean the individual persons who have been given access to the Praxis Interactive Practice Tests by Subscriber.
2. Upon payment and execution of this Agreement, ETS grants to Subscriber a limited, nonexclusive, revocable license to use the Praxis Interactive Practice Tests
pursuant to the terms and conditions hereunder. The Praxis Interactive Practice Test will be available for ninety (90) days from first access or ten (10) uses, whichever
occurs first, limited to one (1) student per accesscode.
3. Subscriber represents and warrants that it will use the Praxis Interactive Practice Tests solely for the Praxis Interactive Practice Test Users within Subscriber’s
institution and will make no distribution or publication of the Praxis Interactive Practice Tests external to the Subscriber’s institution.
4. Subscriber hereby grants ETS permission, to the extent that it may be required, to use the institution name in ETS marketing and promotional materials.
5. Nothing contained in this Agreement shall be construed to imply a joint venture, partnership or principal-agent relationship between the parties; and no party by
virtue of this Agreement shall have any right, power or authority to act or create any obligation, expressed or implied, on behalf of the other party.
6. Subscriber shall be solely responsible for whom it permits to be the Praxis Interactive Practice Test Users, and agrees that it shall be responsible and liable for all
the Praxis Interactive Practice Test Users. Subscriber understands and agrees that the Praxis Interactive Practice Test may not be used other than by authorized the
Praxis Interactive Practice Test Users, or be provided to any other party, than as described herein (including the Order Form). For purposes of this Agreement, use
of the Praxis Interactive Practice Test shall be limited to the Praxis Interactive Practice Test Users of purchasing institution. Except as expressly permitted by this
Agreement, SUBSCRIBER MAY NOT RESELL, LICENSE, ASSIGN OR OTHERWISE TRANSFER THIS AGREEMENT, THE PRAXIS INTERACTIVE PRACTICE TESTS OR ITS RIGHTS
OR OBLIGATIONS HEREUNDER TO ANY PERSON OR ENTITY EXCEPT AS PROVIDED HEREIN.
7. ETS shall retain ownership of and proprietary rights, including but not limited to patent, copyright, trademark and trade secret in the Praxis Interactive Practice Test.
8. During the term of this Agreement, the parties may have access to information that is confidential and proprietary to the other party. Confidential and proprietary
information may include, but not be limited to, any information marked, labeled or identified as “Proprietary and Confidential”; any proprietary or unpublished
technologies, methodologies, software programs, algorithms or product concepts; inventions, enhancements, improvements thereto, client or customer lists; any
student or candidate testing or demographic data, and test materials. Each party shall keep confidential the confidential information of the other party. Neither party
shall use or disclose such information in any way other than that intended by the disclosing party or as otherwise permitted under this Agreement.
9. This Agreement is effective as of the date indicated on the Order Form and shall remain in effect for a period of ninety (90) days from first access of the Praxis
Interactive Practice Test or ten (10) uses, whichever comes first. ETS may terminate this Agreement by providing Subscriber with written notice in the event that
Subscriber fails to pay the fees that are due and payable; fails to abide by the restrictions on the use and disclosure of the Praxis Interactive Practice Test; or breaches
any other term or condition of this Agreement. Subscriber may terminate this agreement by providing sixty (60) days written notice to ETS. Fees paid are not
refundable.
10. Subscriber will provide a purchase order for the number of the Praxis Interactive Practice Tests ordered with the completed Order Form.
11. Limitation of Liability
a. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PRAXIS INTERACTIVE PRACTICE TESTS PROVIDED HEREUNDER ARE PROVIDED TO USER “AS IS.” ETS
EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, WHETHER ARISING BY STATUTE OR OTHERWISE IN
LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF ACCURACY, COMPLETENESS,
NONINFRINGEMENT, TITLE, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
b. IN NO EVENT WILL ETS’S LIABILITY, IN THE AGGREGATE, FOR DAMAGES ARISING OUT OF THE USE OF THE PRAXIS INTERACTIVE PRACTICE TEST OR ARISING UNDER
THIS AGREEMENT, WHETHER IN TORT, CONTRACT OR OTHERWISE, TO SUBSCRIBER OR ANY OTHER PERSON OR ENTITY EXCEED THE AMOUNT OF FEES PAID BY
SUBSCRIBER FOR THE PRAXIS INTERACTIVE PRACTICE TEST.
12. Force Majeure. ETS shall be excused from performance hereunder during any period and to the extent that it is prevented from performing any obligation pursuant
thereto, in whole or in part, as a result of delays not caused by ETS or any cause beyond its control, including without limitation interruption or failure of
telecommunications or digital transmission links to Internet slowdowns or failures and computer hacking. Such nonperformance shall not be a default hereunder or a
ground for termination hereof.
13. This Agreement shall be governed by and construed in accordance with the federal laws of the United States and applicable state laws. The terms contained in
paragraphs 1, 3, 7, 11 shall survive expiration or termination of this Agreement.
14. This Agreement and the Order Form constitute the entire agreement and understanding between ETS and Subscriber concerning the subject matter hereof. Any
preprinted terms and conditions on Subscriber’s purchase orders shall not amend or supplement this Agreement and shall be of no force or effect. Any modification
or amendment to this Agreement shall not be binding unless it is in writing and signed by ETS and Subscriber. If any of the provisions of this Agreement are found to
be invalid by a court of competent jurisdiction, the remaining provisions shall continue to be valid and enforceable.
ACCEPTED AND AGREED
By:
(Signature)
N
ame: Title:
Copyright © 2020 by Educational Testing Service. All rights reserved. ETS, the ETS logo, PRAXIS, and MEASRUING THE POWER OF
LEARNING are registered trademarks of Educational Testing Service (ETS). 29326
6
click to sign
signature
click to edit
![]()
