By using the PASS application (“Service”), you (“Customer”) agree to be bound by the following terms and conditions (the “Agreement”). PASS reserves the right to change the Terms and Conditions at any time without notice, and your continued use of PASS constitutes your consent to such changes.

  • You must provide a primary name and email address during the procurement process. It is your responsibility to keep this information current.
  • You are responsible for maintaining the confidentiality of your passwords, and are fully responsible for all activities that occur under your account and password. If you suspect unauthorized use of your account, you agree to immediately change your password and notify PASS.
  • You shall pay all fees specified in all Order Form or Registration s executed between PASS and Customer. Except as otherwise provided, all fees are quoted and payable in United States dollars. Except as otherwise specified in an Order Form or Registration , fees are based on Service purchased and not actual usage; payment obligations are non-cancelable; fees paid are non-refundable; and the Service purchased cannot be decreased during the relevant Subscription Term.
  • Fees for the Service will be invoiced in advance and in accordance with the relevant Order Form or Registration . You shall pay invoices as stated in the Order Form or Registration . You are responsible for maintaining complete and accurate billing and contact information with PASS for use of the Service.
  • Unless otherwise stated, PASS’s fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on PASS’s net income or property.
  • You are hereby granted a non-exclusive, non-transferable, worldwide right to access and use the PASS services, solely with supported browsers through the Internet for your own internal purposes, subject to these Terms and Conditions. All rights not expressly granted to you are reserved by PASS.
  • You understand that the content, organization, graphics, design, compilation, magnetic translation, digital conversion and other materials related to the PASS services are the property of PASS and are protected pursuant to applicable copyright, trademark and other proprietary rights laws.
  • PASS shall own all rights, title and interest, including all intellectual property rights, in and to any improvements to the Service or any new programs, upgrades, modifications or enhancements developed by PASS in connection with rendering the Service to Customer, even when refinements and improvements result from Customer’s request. To the extent, if any, that ownership in such refinements and improvements does not automatically vest in PASS by virtue of this Agreement or otherwise, Customer hereby transfers and assigns (and, if applicable, shall cause its Affiliates to transfer and assign) to PASS all rights, title, and interest which Customer or its Affiliates may have in to such refinements and improvements.
  • You shall abide by all applicable local, state, national and international laws and regulations and be solely responsible for all acts or omissions that occur with respect to your PASS document(s) and/or under your account or password, including those related to the protection of intellectual property, data privacy, international communications and transmission of technical or personal data. By way of example, and not as a limitation, you will not, directly or indirectly:
  • Transmit any pornographic, obscene, offensive, threatening, harassing, libelous, hate-oriented, harmful, defamatory, racist, illegal or otherwise objectionable material or content;
  • Transmit any material or content that attempts to falsely state or otherwise misrepresent your identity or affiliation with a person or entity;
  • Transmit material or content that promotes, provides or relates to instructional information about illegal activities or promotes physical harm or injury against any individual or group;
  • Transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
  • Harvest or otherwise collect information about others, including email addresses, without their consent;
  • Use a false identity or forged email address or header, or otherwise attempt to mislead others as to your identity or the origin of your messages;
  • Transmit unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature;
  • Knowingly transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity;
  • Transmit any material that contains viruses, trojan horses, worms, time bombs, cancelbots or any other harmful or deleterious programs;
  • Interfere with or disrupt networks or websites associated with the PASS services or violate the regulations, policies or procedures of such networks;
  • Attempt to gain unauthorized access to the PASS website, PASS services, other accounts, computer systems or networks associated with the PASS services, through password mining or any other means;
  • You may not use the PASS Service to collect sensitive information from other users, including but not limited to credit card information and social security numbers, without enabling all the security features in the PASS application that allow you to do so (SSL, data encryption, etc). See the Security FAQ for more details on enabling those features in order to securely collect information from other users.
  • If you engage in any activity set forth above or violate any other Terms and Conditions, your account will be terminated and use of the PASS services prohibited. PASS will report any unlawful conduct to the appropriate authorities and turn over any and all information regarding such activity to appropriate persons or entities.
  • You agree to the terms of the PASS Privacy Policy (http://passtesting.com/privacy-policy/).
  • Neither you nor PASS may issue press releases or any other public announcement of any kind relating to this Agreement without the other’s prior written consent. However, during your use of the PASS services, either you or PASS may include the name and logo of the other in lists (including on its website) of customers or vendors in accordance with the other’s standard logo and/or trademark usage guidelines. In addition, PASS may use your trademarks and trade names solely in connection with its authorized provision of the PASS Services. Except as stated within these Terms and Conditions, neither party may use the trademarks and trade names of the other without the prior written consent of the other party.
  • As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) that (a) if disclosed orally is designated as confidential at the time of disclosure, (b) if disclosed in writing is marked as “Confidential” and/or “Proprietary”, or (c) that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, without limitation, the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Form or Registration s hereunder), the Customer Data, the Service, business and marketing plans, technology and technical information, product designs, and business processes. Notwithstanding the foregoing, each party may disclose the existence and terms of this Agreement, in confidence, to a potential purchaser of or successor to any portion of such party’s business resulting from the reorganization, spin-off, or sale of all or a portion of all of the assets of any business, division, or group of such party. Confidential Information (except for Customer Data) shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
  • The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. Notwithstanding the foregoing, the Receiving Party may disclose such Confidential Information to those of its employees and contractors who need to know such information for purposes of performing the Services and certifies that such employees and contractors have agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those in this Agreement. The Receiving Party shall use the same degree of care to protect the Confidential Information as it uses to protect its own information of a confidential and proprietary nature, but in no event shall it use less than a reasonable degree of care.
  • You understand that all warranties, express or implied, are disclaimed (including, but not limited to, the disclaimer of any implied warranties of merchantability and fitness for a particular purposes. PASS is not liable for any indirect, special, incidental or consequential damages (including damages for loss of business, loss of profits, litigation, or the like), whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if advised of the possibility of such damages. The negation of damages set forth above is a fundamental element of the basis of the bargain between PASS and you. The PASS services would not be provided without such limitations. No advice or information, whether oral or written, shall create any warranty, representation or guarantee not expressly stated in these Terms and Conditions. If you are dissatisfied with the PASS services or any of these Terms and Conditions, your sole and exclusive remedy is to discontinue using the PASS services immediately.
  • You agree to indemnify, defend and hold PASS and its partners, attorneys, employees, agents and affiliates harmless from any liability, loss, claim and expense including reasonable attorneys’ fees, related to your violation of these Terms and Conditions, use of the PASS services, creation or use of a proposal, collection, possession or use of data derived from a proposal, or any service provided or performed or agreed to be performed, or any product sold by you, your agents, employees or assigns.
  • A party may terminate this Agreement for cause: (a) upon 30 days’ written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (b) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
  • Upon any termination for cause by PASS, Customer shall remain obligated to pay all fees owed for the remainder of the Subscription Term, all of which fees shall become immediately due and payable in full.
  • Following the termination or expiration of this Agreement, Customer shall have 30 days to access its account and download / export Customer Data.

You agree that these Terms and Conditions shall be treated as though they were executed and performed the State of Indiana, and shall be governed by and construed in accordance with the laws of the State of Indiana (without regard to conflict of law principles). All legal proceedings arising out of or in connection with these Terms and Conditions, Privacy Policy, or any other agreement related to the use of PASS applications shall be brought solely in the State of Indiana.

This Agreement, including all exhibits and addenda hereto and all Order Form or Registration s, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form or Registration , the terms of such exhibit, addendum or Order Form or Registration shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Order Form or Registration s) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. The language used in this Agreement shall be deemed to be language chosen by both parties hereto to express their mutual intent, and no rule of strict construction against either party shall apply to rights granted herein or to any term of condition of this Agreement.