IMPORTANT - PLEASE READ CAREFULLY BEFORE USING THE ONLINE ASSESSMENT PLATFORM

THE COPYRIGHT, DATABASE RIGHTS AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS IN THE PROGRAMS, TOOLS, DOCUMENTATION, INFORMATION, PROPRIETARY TECHNOLOGY, AND METHODOLOGIES CONTAINED WITHIN THE METTL ONLINE ASSESSMENT PLATFORM ("PLATFORM") AND THE PROPRIETARY OR LICENSED TEST MATERIAL AND CONTENT QUESTIONS CONTAINED THEREIN (THE "METTL METHODOLOGY,” AND COLLECTIVELY WITH THE PLATFORM, THE “MATERIALS”) ARE AND REMAIN THE PROPERTY OF INDUSLYNK TRAINING SERVICES PRIVATE LIMITED (“METTL”). THE COPYRIGHT, DATABASE RIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS IN THE MATERIALS AND DATA CONTAINED IN THE ASSESSMENTS (THE “ASSESSMENTS”) ARE AND REMAIN THE PROPERTY OF METTL. YOU ARE LICENSED TO ACCESS AND USE THE MATERIALS AND THE ASSESSMENTS YOU ACCESS UNDER THIS LICENCE ONLY IF YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (THE “LICENSE”). UNLESS AN EXCEPTION IS NOTED HEREIN, THE TERMS OF THIS LICENSE APPLY TO YOU IF YOU HAVE LICENSED THE PLATFORM, THE METTL METHODOLOGY, OR BOTH.

WHEN YOU CLICK "Get Started" OR AGREE TO THE INSERTION ORDER TO ACCEPT THIS LICENSE, YOU AGREE THAT THE MATERIALS AND ASSESSMENTS ASSOCIATED WITH THIS LICENSE ARE INTENDED ONLY FOR INTERNAL USE FOR INFORMATION PURPOSES ONLY AS DESCRIBED IN SECTION 1 BELOW BY THE ORGANIZATION WHOSE FULL CORPORATE NAME HAS BEEN IDENTIFIED TO METTL IN THE INSERTION ORDER FORM (THE “ORDER”) AS THE CLIENT (“CLIENT”) FOR THE PURPOSES OF THE APPLICABLE OFFERINGS DEFINED THEREIN. BY PROCEEDING AND ACCESSING THE MATERIALS AND ANY ASSESSMENTS, YOU INDICATE YOUR ACCEPTANCE ON BEHALF OF THE CLIENT OF THE TERMS AND CONDITIONS OF THIS LICENSE. ACCORDINGLY, REFERENCES TO “YOU” MEAN REFERENCES TO THE CLIENT. THE MATERIALS, THE ASSESSMENTS AND THE INFORMATION AND DATA CONTAINED THEREIN MAY NOT BE COPIED, MODIFIED, SOLD, TRANSFORMED INTO ANY OTHER MEDIA, OR OTHERWISE TRANSFERRED IN WHOLE OR IN ANY PART TO ANY PARTY OTHER THAN THE CLIENT, WITHOUT PRIOR WRITTEN CONSENT FROM METTL. ACCESSING THIS INFORMATION EITHER THROUGH ONLINE ACCESS, PDF, XLS, CSV OR MDB MEANS THAT YOU HAVE ACCEPTED DELIVERY OF YOUR ASSESSMENT AND THE TERMS OF THIS LICENSE AGREEMENT AND THAT YOU AGREE TO PAY THE INVOICE. YOU AGREE AND UNDERSTAND THAT LOCAL METTL AFFILIATE MAY BE SERVING AS THE BILLING AND COLLECTION AGENT ON BEHALF OF METTL AND LOCAL METTL AFFILIATE WILL REMIT TO METTL THE SERVICE FEES ASSOCIATED WITH THE OFFERINGS AND ASSESSMENTS ACCESSED PURSUANT TO THIS LICENSE.

IF METTL OR THE LOCAL METTL AFFILIATE (COLLECTIVELY, “METTL GROUP”), IN ITS SOLE DISCRETION, DETERMINES THAT YOU OR THE CLIENT ARE COMPETITORS, COMMERCIAL USERS, PARTICIPANTS OR PURCHASERS WHO ARE NOT END-USERS, OR ANY ENTITY OR INDIVIDUAL THAT RESELLS OR REDISTRIBUTES THE ASSESSMENTS OR OFFERINGS OR DATA FROM THE ASSESSMENTS IN ANY WAY (a “Competitor”), YOU WILL BE REQUIRED TO PAY HIGHER FEES (the “Competitor Fees”). YOU AGREE TO PAY SUCH COMPETITOR FEES WITHIN THIRTY (30) DAYS OF YOUR RECEIPT OF AN INVOICE FROM LOCAL METTL AFFILIATE IN ITS CAPACITY AS BILLING AGENT FOR METTL.

YOU SHOULD THEREFORE READ THIS LICENSE CAREFULLY BEFORE CLICKING ON “Get Started” OR AGREEING TO THE TERMS OF THE ORDER OR ACCESSING THE MATERIALS OR ANY ASSESSMENTS. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE, YOU CANNOT ACCESS THE MATERIALS. IF IT HAS BEEN MORE THAN THIRTY (30) DAYS SINCE THE MATERIALS HAS BEEN MADE AVAILABLE TO YOU AND YOU HAVE NOT ACCESSED IT, NO REFUNDS WILL BE PROVIDED.


  1. LICENSE


  1. DISCLAIMER OF WARRANTIES

    • 2.1

      EXCEPT AS EXPRESSLY SET OUT IN THIS LICENSE, METTL MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE MATERIALS OR ANY PART THEREOF, AND DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND TO YOU OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, REPRESENTATIONS AND WARRANTIES REGARDING ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND/OR FREEDOM FROM COMPUTER VIRUS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE MATERIALS AND THE ASSESSMENTS.

    • 2.2

      YOU ACCEPT THE MATERIALS AND THE ASSESSMENTS ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU ACKNOWLEDGE THAT THE MATERIALS AND THE ASSESSMENTS ARE FOR GENERAL INFORMATION AND USE ONLY. IN PARTICULAR, NEITHER THE MATERIALS NOR THE ASSESSMENTS CONSTITUTE ANY FORM OF ADVICE, RECOMMENDATION, REPRESENTATION, OR ARRANGEMENT BY METTL. METTL DOES NOT WARRANT THE ACCESS OR USE OF THE MATERIALS OR THE ASSESSMENTS IN ANY SPECIFIC SITUATION OR FOR ANY SPECIFIC APPLICATION, NOR DOES METTL WARRANT THAT THE MATERIALS’ PLATFORM WILL BE ACCESSIBLE AT ALL TIMES OR THAT IT WILL BE ERROR FREE.

    • 2.3

      METTL MAKES NO WARRANTIES OF ANY KIND AS TO THE ACCURACY OF THE DATA OR ASSUMPTIONS CONTAINED IN OR ENTERED INTO THE MATERIALS AND THE ASSESSMENTS, NOR DOES IT ASSUME ANY RESPONSIBILITY FOR THE CONSEQUENCES OF ANY ERRORS OR OMISSIONS. YOU ASSUME THE ENTIRE LIABILITY AND RESPONSIBILITY FOR THE DATA AND ASSUMPTIONS ENTERED BY USERS INTO ANY PARTS OF THE MATERIALS OR THE ASSESSMENTS THAT HAVE THE FUNCTIONALITY TO RECEIVE USER DATA AND FOR ANY REPRESENTATIONS OR CONCLUSIONS DRAWN FROM SUCH DATA OR ASSUMPTIONS.

    • 2.4

      METTL EXPRESSLY DISCLAIMS AND ACCEPTS NO LIABILITY FOR ANY LOSS ARISING FROM THE USE OF THE ASSESSMENT SERVICES, ASSESSMENTS, OFFERINGS, PSYCHOMETRIC TOOLS (INCLUDING ANY RELIANCE ON THE PREDICTIVE VALIDITY OF ANY PSYCHOMETRIC TOOL USED IN CONNECTION WITH ANY ASSESSMENT) OR THE USE OF THE PLATFORM OR WEBSITE, ANY ACTION TAKEN OR REFRAINED FROM, AND ALL BUSINESS DECISIONS TAKEN AS A RESULT OF OR RELIANCE UPON ANYTHING, INCLUDING, WITHOUT LIMITATION, INFORMATION OR ADVICE, CONTAINED IN THE OUTPUT OF ANY ASSESSMENT OR ANY ASSESSMENTS OR SOURCES OF INFORMATION USED OR REFERRED TO THEREIN, OR FOR ACTUAL RESULTS OR FUTURE EVENTS. METTL IS NOT RESPONSIBLE FOR (1) YOUR SELECTION OF ASSESSMENTS, (2) YOUR USE OR RELIANCE ON, OR INTERPRETATION AND APPLICATION OF, ANY ASSESSMENT, OFFERING, PSYCHOMETRIC TOOL OR OUTPUT AND/OR (3) YOUR DECISIONS BASED ON ANY ASSESSMENT, PRODUCT, PSYCHOMETRIC TOOL OR OUTPUT. ANY RISKS RELATED TO THE FOREGOING AND THE RESULTS OF ANY SUCH DECISIONS SHALL BE SOLELY YOUR RESPONSIBILITY. WITHOUT LIMITING THE FOREGOING, THE OUTPUT OF THE ASSESSMENT SERVICES MUST NOT BE RELIED UPON AS STATEMENTS OF FACT OR AS THE SOLE BASIS FOR ANY EMPLOYMENT RELATED DECISIONS.

    • 2.5

      METTL ASSUMES NO RESPONSIBILITY FOR THE EFFECTIVENESS OF ANY ENCRYPTED DATA, NOR WILL IT GUARANTEE THAT AN ENCRYPTION ALGORITHM WILL BE INDECIPHERABLE. METTL MAKES NO CLAIMS OR WARRANTIES REGARDING THE VIABILITY, INTEGRITY OR INVINCIBILITY OF THE ENCRYPTION USED, NOR WILL METTL ACCEPT RESPONSIBILITY FOR THE SUCCESS OR FAILURE OF THE SECURE SERVER TO PROPERLY ENCRYPT DATA. BY ACCESSING THE MATERIALS OR ANY OF THE ASSESSMENTS, YOU ASSUME ANY RISKS THAT THE ENCRYPTION MAY BE DECIPHERABLE.

  1. LIMITATION OF LIABILITY

    • 3.1

      EXCEPT IN RESPECT OF PERSONAL INJURY OR DEATH CAUSED DIRECTLY BY METTL’S NEGLIGENCE, THE LIMIT OF METTL’S LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY AND ALL CLAIMS CONCERNING PERFORMANCE OR NON-PERFORMANCE BY METTL OR ITS AGENTS RELATED TO METTL’S OBLIGATIONS UNDER THIS LICENSE SHALL NOT, IN THE AGGREGATE, EXCEED THE FEES PAID BY YOU TO METTL FOR ACCESS TO AND USE OF THE MATERIALS AND ASSESSMENTS (AS SPECIFIED IN THE ORDER) FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE CLAIM OR CLAIMS ARISE.

    • 3.2

      IN NO EVENT SHALL METTL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES, INCLUDING, WITHOUT LIMITATION: LOSS OF SALES OR REVENUES, LOSS OF GOODWILL, LOSS OF BUSINESS INFORMATION, OR LOSS OF SAVINGS OR PROFITS, BASED ON ANY THEORY OF LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED WITH: THIS LICENSE, THE ACCESS, USE OR INTERPRETATION OF THE INFORMATION ON THE MATERIALS, THE ASSESSMENTS, OR ANY INFORMATION ON A LINKED SITE, THE INABILITY TO USE SUCH INFORMATION, OR ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, WHETHER IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), CONTRACT OR OTHERWISE. THIS PARAGRAPH APPLIES EVEN IF METTL, OR REPRESENTATIVES THEREOF, IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES.

    • 3.3

      WITHOUT LIMITATION TO THE FOREGOING, YOU ACKNOWLEDGE THAT THE MATERIALS, THE ASSESSMENTS AND THE ASSUMPTIONS, INFORMATION AND DATA CONTAINED THEREIN MAY BE INCOMPLETE OR CONDENSED AND THAT THE ASSUMPTIONS, INFORMATION AND DATA OBTAINED THROUGH YOUR ACCESS AND USE OF THE MATERIALS AND THE ASSESSMENTS ARE FOR GENERAL INFORMATION PURPOSES ONLY AND ARE NOT INTENDED AS, NOR IMPLIED TO BE, A SUBSTITUTE FOR PROFESSIONAL ADVICE. IN NO EVENT WILL METTL BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE OF THE RESULTS OR CONCLUSIONS OBTAINED THROUGH THE ACCESS AND USE OF SUCH INFORMATION OR DATA.

    • 3.4

      YOU ACKNOWLEDGE THAT NO DEFENSE OR INDEMNITY OF ANY KIND IS PROVIDED HEREUNDER BY METTL WITH RESPECT TO ANY CLAIM, DEMAND, CAUSE OF ACTION, COST, LOSS, DAMAGE, EXPENSE OR LIABILITY ARISING FROM OR BASED ON YOUR OR ANY THIRD PARTY’S USE OF OR INABILITY TO USE THE MATERIALS OR THE ASSESSMENTS.

    • 3.5

      SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM COUNTRY TO COUNTRY. ANY RIGHTS WHICH YOU MAY HAVE AS A RESULT OF THE APPLICATION OF APPLICABLE LAWS IN THESE JURISDICTIONS SHALL NOT BE AFFECTED BY THIS DISCLAIMER OF LIABILITY.

  1. INTELLECTUAL PROPERTY RIGHTS

    • 4.1

      You agree and acknowledge that the Materials and the Assessments, including, without limitation, the information contained in their databases, their table structures, queries, and reports, their arrangement, organization, and methods of interactions, the algorithms and other database artifacts, the sites’ structure, all textual and graphical materials, and all technical information and other content appearing on the sites and their modifications and enhancements, the Materials and the Assessments are confidential and trade secret information that is proprietary to and owned solely by Mettl, together with all related copyrights and trademarks. Mettl retains the exclusive and sole ownership of the Materials and Assessments.

    • 4.2

      You agree to hold all such proprietary and confidential information of Mettl in strictest confidence. You may not modify, sell, transfer or otherwise provide any of the proprietary and confidential information, in whole or in part, in any form to any person or entity who is not a User, the Client or an employee of Mettl or Local Mettl Affiliate who needs access to the information to facilitate your licensed access and use of the Materials and the Assessments without Mettl’s prior written permission.

    • 4.3

      With respect to the Platform and to the extent you load any data into the Materials, you represent and warrant that you have been granted permission to do so by such third party or individuals. You agree to defend, indemnify and hold Mettl and its Affiliates harmless from any and all losses, damages or liabilities incurred by Mettl or its Affiliates as a result of your breach of the foregoing obligations.

    • 4.4

      You may not create derivative works of, or decompile, reverse engineer, translate or disassemble the Materials or the Assessments, in whole or in part, except as expressly permitted by applicable law.

    • 4.5

      You may not create or store in electronic form any shared library, data warehouse, archive, cache or frame of the data or information contained in the Materials or the Assessments.

    • 4.6

      Nothing contained herein shall be deemed to confer by implication, estoppel or otherwise, any license or any other grant of right to use any trademark, copyright, or any other intellectual property right of Mettl or any third party. The “Mettl” and “Induslynk” name are Mettl’s trademarks. All other product and company names belong to their respective owners. You agree that you will take no action inconsistent with this paragraph 4.6.

    • 4.7

      Except as required herein, you agree not to use Mettl’s intellectual property in the press and not to refer to Mettl or attribute any information to Mettl in the press, for advertising or promotional purposes, or for the purpose of informing or influencing any other party without Mettl’s prior written consent.

    • 4.8

      You will be responsible for any access to, or use or disclosure of Mettl’s confidential and proprietary information by you and/or any of your Users to any third party and, further, shall indemnify and hold harmless Mettl for any and all loss, damage or liability incurred by Mettl as a result of (i) a breach by you or any other party to whom you may have provided access to the Materials of any or all of the obligations contained in this License and/or (ii) a breach by you or any other party to whom you may have provided access to the Assessment of any or all the obligations contained in this License.

    • 4.9

      You may (subject to paragraph 4.10 below) access, extract and re-utilize any insubstantial parts of the content of the Assessments (as defined in the Order) for internal research purposes related to your own employment related decisions only which is limited to: (i) making searches of the Assessments; (ii) making one or more copies in hard copy form of the output of any search provided that such copies may not be sold and may not be distributed to anyone who is not a User; and (iii) extracting, paraphrasing or summarizing insubstantial parts of the Assessments on an occasional, non-systematic and infrequent basis for internal distribution via derivative works and/or reference certain information contained in the Assessments.

    • 4.10

      User access, as set out above, is subject at all times to: (i) your own employees to whom insubstantial parts of the Assessments or references to the Assessments are made available, are made aware that such parts or references may not be redistributed or sub-licensed; and (ii) such parts or references to the Assessments are properly attributed to Mettl.

    • 4.11

      Except as expressly permitted by this License, you will not: copy, cut and paste, email, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, create derivative works of, store, archive, publicly display, sell or in any way commercially exploit, in whole or in part, the Material, any of the Assessments, or set up derived databases or materials. Unless you have received Mettl’s prior written consent and paid the Competitor Fees, under no circumstances are the Materials, Assessments or the data contained therein to be used for the provision of service bureau, or timesharing, or services of any other kind to your clients, customers or any other third parties.

    • 4.12

      Mettl reserves the right to add to, remove from or edit the contents or change the form of the Assessments and the Materials at any time with or without notice.

    • 4.13

      Mettl reserves the right to monitor usage by you (in terms of volume, frequency or otherwise) of the Materials and the Assessments during the term of this License. In case of unauthorized use of the Materials or any of the Assessments by you, Mettl reserves the right to deny you Access by blocking, without prior notification, the IP address(es) that you used to access the Materials and the Assessments.

    • 4.14

      This License does not constitute a sale of the Materials, the Assessments or any part of them and, except as expressly provided for in this Agreement, no rights or licenses, express or implied, are hereby granted to you in respect of the Materials or the Assessments. You acknowledge that as between you and Mettl, Mettl (or its licensors) is throughout the world the proprietor subsisting in the Materials and the Assessments it produced. Nothing herein contained shall be construed so as to transfer any intellectual property rights whatsoever in the Materials or any of the Assessments to you or the Client.


  1. OTHER SERVICES

    • 5.1

      Subject to the Order, Mettl may provide you and where applicable the Client with other services for an additional fee. Such other services to be provided will be as mutually agreed between Mettl and you in the Order. Mettl will provide a help desk during normal business hours if you or the Client has any questions about how to access and use the Materials or any of the Assessments.

    • 5.2

      You, or where necessary the Client, will be responsible for obtaining and maintaining all requisite computer systems, communication lines and equipment (the “Systems”) needed for access to and use of the Materials and the Assessments and all charges related thereto. You, or where necessary the Client, acknowledge that the speed of the Materials and the Assessments and the Access will depend upon the quality of your own Systems, connection to and extent of your use of the Internet.


  1. USE OF THE INTERNET

    • You should be aware that the Internet is not a fully secure medium, and therefore confidentiality cannot be totally guaranteed. Mettl will not be liable for any harm or damage you, the Client or a third party may experience by sending privileged or confidential information to it over the Internet or by e-mail. The performance of the Internet may fluctuate and will be limited by the bandwidth of your connection to the Internet. Mettl makes no warranties or claims as to the performance of the Materials or Assessments system in your computer environment.


  1. CONFIDENTIAL INFORMATION

    • 7.1

      You will keep confidential and will not share with any third party any password that is provided to you to access to the Materials or any of the Assessments.

    • 7.2

      Mettl will regard and preserve as confidential the information that you provide for inclusion in the database used to publish the Assessments. Notwithstanding the foregoing, you hereby grant Mettl and Mettl Group a perpetual, non-exclusive, royalty-free license to copy, modify and use any information and data supplied by you or on your behalf so that Mettl or Mettl Group may create analytical trend data (in anonymous form) and in order to improve the quality of Mettl’s advice to its clients, including its use in the Assessments. Mettl will not disclose any information in a manner that allows particular clients or individuals to be identified. Notwithstanding the foregoing and to the extent applicable, you agree that your name may appear in a list of participating organizations for reports containing such analytical trend data.

    • 7.3

      You agree that Mettl may retain copies of the confidential information under a continuing duty of confidentiality for the purpose of complying with its legal and regulatory obligations and to defend its work product.


  1. USE OF PERSONAL INFORMATION

    • Each of us and our respective Affiliates (as defined below) will comply with our respective obligations arising from data protection and privacy laws in effect from time to time to the extent applicable to this License and the access and use of the Materials and the Assessments. This includes, without limitation, (i) the obligation, if any, of you, Client or the Client’s Affiliates, to obtain any required consent(s) in respect of the transfer of information to Mettl by you, the Client or any third party relating to an identified or identifiable individual that is subject to applicable data protection, privacy or other similar laws (“Personal Information”), (ii) any obligation with respect to the creation or collection of additional Personal Information by Mettl, and (iii) any obligation with respect to the use, disclosure and transfer by Mettl of Personal Information as necessary with respect to access and use of the information on the Materials or the Assessments or for Mettl to perform any services to you or the Client or as expressly permitted under this License. Subject to the section entitled “Confidential Information,” any use or processing by Mettl of Personal Information supplied by or on your behalf in connection with the Materials or the Assessments shall be done solely on your behalf. Mettl shall handle such Personal Information in accordance with your reasonable instructions as may be provided from time to time or as reasonably necessary with respect to access and use of the information on the Materials and in the Assessments and shall not handle such Personal Information in a manner inconsistent with the terms of this License. Mettl also confirms that it has taken appropriate technical and organizational measures intended to prevent the unauthorized or unlawful processing of Personal Information and the accidental loss or destruction of, or damage to, Personal Information. All information that you submit through your Access may be stored and processed in the country in which you submit it, and in some cases, in India. For purposes of this License, “Affiliates” means, with respect to either party, any entity directly or indirectly controlling, controlled by or under common control with such party.


  1. EXPORT/IMPORT RESTRICTIONS AND TARIFFS

    • The Materials and Assessments may not be available through Mettl to any Restricted Entity. You shall not provide access to the Materials or the Assessments to anyone for use in any country or used in any manner prohibited by the United States or European Union trade sanctions or export control laws, including the Export Administration Act or laws administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. Furthermore, you will comply with any trade sanctions and export and import control laws of the countries and jurisdictions where you access and use the Materials and the Assessments or receives copies of any technical information or other materials. You agree to indemnify, defend Mettl and hold Mettl harmless from any fines or other penalties arising from a violation of this section. You agree to indemnify, defend Mettl and hold Mettl harmless from any tariffs, import or export taxes, levied with respect to the Materials and the Assessments by jurisdictions in which you use the Materials or the Assessments. For the purpose of this section, “Restricted Entity” shall mean any individual, organization or other entity owned or controlled by, or acting as an agent for, any person or entity who is the subject of an asset freeze or otherwise designated under United Nations Security Council Resolutions, or the trade sanctions laws of the U.S. or the EU, or other governments of jurisdictions in which you are based or operated and from which the Materials or the Assessments may be accessed.


  1. PROHIBITED USE

    • You shall ensure that all Users and the Client shall comply with the “Prohibited Use” Schedule.


  1. UNFORESEEN EVENTS

    • Neither Mettl nor you can predict delays or failures in performance under the License resulting from events beyond their reasonable control. This, for example, includes acts of God, fire, flood, riots, new laws which prevent the carrying out of the Access, the results of terrorist activity, failures of third party suppliers, and electronic and other power failures. Should such circumstances arise, Mettl will use its reasonable endeavors to continue to provide the Access but recognizes that you or, where applicable, the Client, may not be able to wait while the matter is remedied. In such a case, either party may terminate the License with immediate effect by giving written notice to the other.


  1. JURISDICTION

    • 12.1

      Each party hereby irrevocably agrees that this License and the Order and any controversy or claim of whatever nature arising out of or relating to them or breach thereof shall be construed, interpreted and governed by the laws of India. The jurisdictional venue for any proceedings involving this Agreement and/or the Order shall be the exclusive jurisdiction of the courts of New Delhi, India. Notwithstanding the foregoing, any disputes shall be referred and submitted for arbitration in accordance with the India Arbitration and Conciliation Act, 1996 and subsequent amendments currently in force. The number of arbitrator shall be one, and the language shall be English. The decision and award of the arbitration shall be final and binding on the parties.

    • 12.2

      You acknowledge that Mettl will be irreparably harmed if your obligations under this License are not specifically enforced and that it would not have an adequate remedy at law in the event of an actual or threatened violation by you of your obligations. Therefore, you agree that Mettl will be entitled to an injunction or any appropriate decree of specific performance for any actual or threatened violations or breaches by you, or any of the Users, without the necessity of showing actual damages or that monetary damages would not afford an adequate remedy.

    • 12.3

      The English language version of this License shall prevail over any translation thereof into another language


  1. Not in use.


  1. ENTIRE AGREEMENT

    • THIS LICENSE AND THE ORDER CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU, THE CLIENT AND METTL WITH RESPECT TO THE SUBJECT MATTER THEREOF AND SUPERSEDE ANY AND ALL PRIOR PROPOSALS, UNDERSTANDINGS, REPRESENTATIONS AND/OR AGREEMENTS, WHETHER ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING THERETO. INVOICES, PURCHASE ORDERS, PURCHASE ORDER ACKNOWLEDGMENTS AND ANY TERMS AND CONDITIONS SET FORTH ON SUCH DOCUMENTS OR ANY SIMILAR DOCUMENTS SHALL BE FOR THE ISSUING PARTY’S INTERNAL PURPOSES ONLY. THE PARTIES SPECIFICALLY REJECT ANY SUCH TERMS AND CONDITIONS. ANY ADDITIONAL TERMS INCLUDED IN SUCH DOCUMENTS SHALL NOT BE CONSIDERED TO BE VALID OR IN ANY WAY INCORPORATED UNDER THIS AGREEMENT EVEN IF SUCH DOCUMENTS ARE ACKNOWLEDGED OR ACCEPTED BY THE RECEIVING PARTY.

    • WITH RESPECT TO THE MATERIALS AND THE ASSESSMENTS, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN A PROVISION OF THIS LICENSE AND A PROVISION OF ANY OTHER AGREEMENT BETWEEN YOU AND METTL, THE APPLICABLE PROVISION OF THIS LICENSE SHALL CONTROL.


  1. TRANSFER/ASSIGNMENT

    • 15.1

      ACCESS TO THE MATERIALS AND ASSESSMENTS IS LICENSED ONLY TO YOU (AND THE PERMITTED USERS). YOU MAY NOT RENT, LEASE, SUBLICENSE, SELL, ASSIGN, PLEDGE, TRANSFER OR OTHERWISE DISPOSE OF THE ACCESS TO THE MATERIALS OR THE ASSESSMENTS, OR ANY OF YOUR RIGHTS OR OBLIGATIONS UNDER THIS LICENSE, IN WHOLE OR IN PART, TO ANY OTHER PARTY, INCLUDING, WITHOUT LIMITATION, YOUR EMPLOYEES WHO ARE NOT USERS, ON A TEMPORARY OR PERMANENT BASIS, WITHOUT METTL’S PRIOR WRITTEN CONSENT. ANY PURPORTED ASSIGNMENT IN VIOLATION OF THIS PARAGRAPH WILL BE VOID AND CONSTITUTE A MATERIAL BREACH OF THIS LICENSE.

    • 15.2

      THIS LICENSE IS BINDING UPON AND SHALL INURE TO THE BENEFIT OF ALL PARTIES AND THEIR RESPECTIVE SUCESSORS, HEIRS, EXECUTOR, ADMINISTRATORS, PERSONAL REPRESENTATIVES AND PERMITTED ASSIGNS.


  1. SUBCONTRACTING

    • In order to provide the Access in the most efficient manner, Mettl may sub-contract appropriate parts of the Access to a trusted third party or parties who may be located anywhere in the world. Notwithstanding paragraphs 7 and 8 of the License, in the event that the third party processes personal data, Mettl will ensure that such third party agrees in writing to act only on Mettl’s instructions and provides appropriate guarantees in respect of the technical and organizational security measures governing the processing to be carried out. Mettl will take all reasonable steps to ensure compliance with those measures. Where such third party is located outside the European Economic Area, Mettl will take all necessary steps to ensure that the processing of any personal data by the third party, including its transfer to the third party, complies with all relevant data protection and privacy laws.


  1. OTHER

    • 17.1

      Severability. It is the intent of the parties that the provisions of this License shall be enforced to the fullest extent permitted by applicable law. To the extent that the terms set forth in this License or any word, phrase, clause or sentence is found to be illegal or unenforceable for any reason, such word, phrase, clause or sentence shall be modified deleted or interpreted in such a manner so as to afford the party for whose benefit it was intended the fullest benefit commensurate with making this License as modified, enforceable and the balance of this License shall not be affected thereby, the balance being construed as severable and independent.

    • 17.2

      Modification and Waiver. Mettl reserves the right to amend this License as necessary from time to time. Any other modification or waiver of the provisions of this License and the Order shall be effective only if made in writing and signed by both parties. The failure by a party to insist upon strict performance of any provisions of this License shall not be construed as a waiver of such party’s rights arising out of any subsequent default of the same or similar nature. Any use of pre-printed, standard or posted term forms, including without limitation purchase orders, shrink-wrap agreements, click-wrap agreements, acknowledgements or invoices provided by the Client or the User, are for administrative and convenience use only and any terms and conditions stated therein shall not have the ability, unless expressly agreed between the parties, to modify or override the terms contained in this License.

    • 17.3

      Survival. The following provisions will survive any expiration, termination or rescission of this License: 2 to 4 and 12 to 17.

    • 17.4

      Third Party Beneficiaries. Neither this License nor access and use of the information on the Materials or the provision of the Access is intended to confer any right or benefit on any third party.

    • 17.5

      Term and Termination. Unless you have been granted access to the Materials and Assessments for a trial period or trial credits, this License will continue for the period as stated in the Order unless terminated earlier in accordance with the Order. If you have been granted a thirty (30) day trial, your access will automatically terminate at the end of the Trial Period or the utilization of the Trial Credits, whichever occurs first. In the event you terminate the Order for convenience prior to the end of the Term (as defined in the Order), you may be required to pay termination fees to the extent provided in such Order. Mettl may terminate the Order and this License immediately if you fail to comply with any term or condition of this License, or upon thirty (30) days written notice to you, at its sole discretion. You agree upon termination for any reason to return any materials associated with the Materials and the Assessments in your possession together with all copies in any form.

    • 17.6

      Marketing. Any public statement, marketing material, press releases or the like that contain the whole or any part of the Materials or any of the Assessments shall only be (a) disclosed with the prior written consent of Mettl; and (b) accompanied by an acknowledgement that any such data, information or figures are supplied by Mettl. Either party may use the other partys name and logo in its publicity, provided that any reference to the other party beyond its name or logo will be subject to prior approval of the party whose name and logo is being used.

    • 17.7

      Notices. Any notice which is to be given by one party to the other under the License or the Order will be given in writing (other than email). It will be effective if delivered to the address of the other party set out in the Order or any other address specified subsequently. A notice will be effective 48 hours after delivery. Either party may change its address for service by giving notice to the other party in accordance with this paragraph 17.8.


Should you have questions regarding this License, you may contact your Mettl contact person.

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