Terms & Conditions

SOFTWARE LICENSE AGREEMENT:

Important - Read Carefully Before Proceeding!

You may only use the software contained in this on-line system (“Software”) according to the terms of this License Agreement (“License”). Proceeding to use the Software will acknowledge your acceptance of the terms of this License. If you do not agree to the terms of this License, then do not register this Software and return to the previous web page.

E-commerce Services: Once a product purchased from www.measureup.com once registered, are not refundable in accordance with www.measureup.com refund policy. Exception is individual purchases of online practice tests (Platinum Plan included) purchased directly from www.measureup.com which may be returned within two (2) business days of the original purchase. https://www.measureup.com/refund-policy

Your license to use the Software is non-exclusive, non-transferable, and limited to the terms set forth below. Once registered and activated, you can use the Software for the purpose of providing or receiving computer training for Information Technology certifications exams according to the amount of usage purchased. If the Software was purchased for 180 days usage, the Software can be used for a period of one hundred and eighty (180) days. If the Software was purchased for 30 days usage, the Software can be used for a period of thirty (30) days. Passwords or keys issued to you to use the Software are for your personal use only and shall not be transferred. All download products are licensed for single user and can be downloaded on up to three different devices. You can register your key and/or access the platform from a single device, given that simultaneous use on different devices is not permitted. Downloading practice tests to virtual machines is prohibited. Except during the initial installation, you may not make any copies of the Software or its contents. The Software is protected under copyright, trade secret and other intellectual property laws. You may not sublicense, reproduce, distribute, transfer, disclose, modify, disassemble, or reverse engineer the Software unless expressly permitted by law. You cannot use or export the Software anywhere outside of the country in which you initially licensed the Software. MeasureUp, Inc. (“MeasureUp”) or its Licensors owns all right, title and interest in the Software and its contents and reserves all rights not expressly granted herein.

Any software or software documentation provided is commercial computer software and is therefore provided with RESTRICTED RIGHTS. Its use, duplication or disclosure to the United States Government is subject to the restrictions set forth in Federal Acquisition Regulation 12.212 for civilian agencies, and Defense Federal Acquisition Regulation 227.7202 for military agencies. The Software and software documentation are provided subject to the End User License Agreement that accompanies said software or documentation.

MeasureUp, Inc. 

These general conditions (the "Conditions") are applicable to the provision of services carried out by "MeasureUp, Inc." and are added to the End User License Agreement signed between MeasureUp and the Licensee (the "Agreement"), which will prevail over these Conditions in case of disagreement between them. 

1. Definitions

The definitions in capital letters contained in these general conditions correspond to those included in the Agreement.  

Notwithstanding the above, the following terms used with initial capitalization are included and will have the consequent meaning:  

  • "Confidential Information." Refers to data or information defined as confidential or proprietary by one of the Parties, as set forth in clause 6 hereof. 
  • “Test Database". It refers to the database of the MeasureUp® Catalogue, which includes all the active questions in the different practice tests available directly by MeasureUp, developed by IT professionals. Its content is specifically protected by copyright and may be used by Licensee for the purpose of assessing End Users' knowledge. The questions included in the catalogue are updated and follow certification standards from Microsoft and/or, Cisco and/or, CompTIA and/or VMware, among others. 
  • "End User". Refers to the end recipient of the Platform who receives the Access Keys to evaluate his knowledge through their use. Depending on the use of the Platform, the End Users may be Clients, employees or other persons linked to the Licensee or Client. 

2. Transfer of the license

  1. Use of the Software. The right granted to Licensee to access and use the Software is non-transferable and is intended ultimately to evaluate the knowledge of End Users by conducting tests on the material and content.
    MeasureUp will provide Licensee with access to the Licensee Portal in order to create Access Keys or will provide a list of Access Keys during the license term. Licensee shall cease to access the Licensee Portal and use the Access Keys upon termination of the Agreement.  
  2. Sale of Software. Licensee shall not sell the Products outside the Territory defined in the Agreement, on its website, or on any other e-commerce platform without the authorization of MeasureUp. This clause also applies to Licensee's Clients. 
  3. Price. The economic conditions are established according to the use of the agreed Products and the number of Access Keys requested by the Licensee, in accordance with clause four of the Agreement. 
  4. Content. The Content and Software, including MeasureUp® Catalogue, is and will be owned by MeasureUp. To the fullest extent allowed by law, Licensee assigns to MeasureUp all rights in the creation of content and intellectual property. Licensee represents and warrants that it will not include content on the Platform that violates the intellectual property rights of third parties. 
  5. Consumption of Access Keys. The Licensee shall consume internally the Access Keys generated or market them to Customers, under the conditions and at the price freely established.
    Licensee has twelve (12) months from the date of reception to consume the Access Keys. After this period, the Keys will expire. 
  6. Exclusivity. The marketing right does not imply the concession of any exclusivity in favor of the Licensee, so MeasureUp, through its own means or through collaborators, may distribute the Software in the same territory and scope of the Licensee. 
  7. Geographic scope. Licensee shall be authorized to use the Software in the scope agreed upon by the Parties to the Agreement, and, in the absence of such agreement, in the national scope.  

3. Access

  1. Access to the Platform. In order for the Licensee to make use of the Services, MeasureUp will guarantee access to the Platform and the Services according to the conditions and terms agreed upon and with the authorizations that allow (i) access to the profiling and configuration of the Client and its End Users, (ii) access to tests and practice tests for the evaluation of End Users, (iii) access to the Test Database up to the maximum limit of questions stipulated in clause 4 of the Agreement, and (iv) the generation and administration of Access Keys for Clients and End Users, according to the package purchased by Licensee, as set out in the Agreement. 
  2. Client and End User Access to the Platform. Licensee may request copies of the Products from MeasureUp in the time and manner set out in the Agreement.  
  3. With respect to the digital Products, the Licensee shall give his Clients, at the time of purchase of the Products, access to the Licensee access portal which will allow the Client to create Access Keys.  
  4. Licensee's Relationship with Clients: Licensee shall display and market the Products fairly and shall not make any marketing in connection with MeasureUp or the Products that is inconsistent with the representations set forth in the promotional materials and manuals provided by MeasureUp. Nor shall it be permitted to remove the packaging from the Products.
    The Licensee will act as a first level support for its Clients or employees.
    This is a basic support to learn how to handle the Product and the Access Keys to the portal, as well as navigate and use the Practice Tests. 
    The Licensee will have access to full information about the use and features of the Product during this first level of support.
    Information not covered by the previous level will be considered second level, and Clients and employees will be able to access MeasureUp support via email at [email protected]. 
  5. Relationship with End Users and terms of use. MeasureUp will keep at the disposal of the parties detailed information concerning the support of the Product, the conditions of use and the return policies. 
    MeasureUp test approval guarantee does not apply to Licensee or any of its Clients. 
    MeasureUp may use Client and End User information provided by Licensee only to the extent necessary to fulfill Client orders. Without prejudice to the foregoing, MeasureUp may solve problems with the Products that arise for End Users as set out in section 3.4.  
    MeasureUp may send information and newsletters to End Users who agree to receive marketing notifications. 

4. Billing and Payment

  1. Method of payment. Payment shall be made by bank transfer to the current account provided by MeasureUp. 
  2. Invoices. MeasureUp will invoice (in relation to the MeasureUp Product sold and the shipping costs) the Licensee at the end of the month for all Client orders placed. As far as digital Products are concerned, an order will be considered as fulfilled when a client creates or receives an Access key or when he places an order for access to a certain number of Access keys during the term of his license.  
    Payment for the licenses requested or Access keys created must be made in the manner and on the terms set out in these Conditions, even if the keys are not used. The amount of the invoice will include the agreed discount, if any. 
  3. Method of payment. The Licensee agrees to pay for each copy of the MeasureUp Products ordered, within a period of no more than thirty (30) days from the receipt of the invoice from MeasureUp. All payments shall be made in US dollars. 
  4. Prices to the Client. Although MeasureUp will establish and provide Licensee with the cost of the Product it provides to Licensee, Licensee is free to determine its own retail price for each MeasureUp Product without regard to MeasureUp's cost to Licensee. 
  5. Taxes. All amounts payable under this Agreement do not include any taxes, levies, duties, assessments, and/or similar governmental charges that may be imposed by any jurisdiction, whether based on gross receipts, delivery, possession, or use of the MeasureUp Products, or compliance with this Agreement, and are not subject to increase, offset, or reduction due to any costs, expenses, taxes, duties, levies, or liabilities incurred by a Party or imposed on a Party in its performance. Notwithstanding the foregoing, each Party shall be responsible for the payment of its own taxes and income taxes. 

5. Termination of the Agreement

  1. Termination. This Agreement shall enter into and remain in force for the period specified in the Agreement; thereafter it shall be automatically renewed without interruption for successive periods of one (1) year, unless either Party gives written notice of intent to terminate the Agreement at least sixty (60) days prior to the termination of the Agreement or any extension thereof. 
    Renewal shall be on the same terms as those contained in the initial Agreement. 
  2. Early termination. This Agreement may be terminated early:  
    1. a) For the fulfilment of the term of the Agreement having given written notice of the will to terminate the Agreement by either of the Parties, in accordance with paragraph 1. above. 
    2. b) By either of the Parties in case of: 
      • The declaration of bankruptcy, or similar insolvency proceedings, in either of the Parties 
      • The dissolution of the Licensee's company or death of the Licensee, if a legal entity. 
      • The breach of contractual obligations arising from this Agreement, in the use of the Platform, in relation to intellectual property rights, industrial or personal data protection, when, if such breach can be remedied, the defaulting Party does not remedy it within thirty (30) days after it is specifically requested in writing by the other Party.
        The rejection of the violation or the lack of response to this notification implies the automatic dissolution of the Agreement. 
      • Failure to comply with any of the terms set forth in the Agreement. 
      • In the event of negligence, willful misconduct or bad faith on the part of either Party. 
    3. By the Licensee in case of justified cause, in accordance with the above. If termination occurs for convenience in accordance with3 by the Licensee, MeasureUp shall be entitled to compensation in the amount corresponding to 20% of the Products contracted so far.
    4. By MEASUREUP immediately in the event of
      • Breach of the contractual commitments of the Licensee to Clients and End Users. 
      • Acts by Licensee that damage the image of the Software, of MeasureUp or of any brand or company of the Media Interactiva Group, including the assignment, reproduction or misuse by Licensee or any Client, of any of the questions in the MeasureUp Catalogue, either for its own benefit in its catalogue or for the benefit of a third party  
      • In the event of a change of control by Licensee without prior notice within fifteen (15) days to MeasureUp. A change of control is defined as a situation in which more than 50% of the share capital of the Licensee is transferred. 
  3. Termination for convenience. Either Party may terminate this Agreement at any time by giving at least ninety (90) days’ notice to the other Party of its intention to terminate this Agreement. 
  4. Effect of termination. Upon the expiration or termination of this Agreement for any reason:  
    1. each Party shall immediately return to the other Party any and all property of the other Party in its possession, including, but not limited to, the removal of all MeasureUp Products from any computer;
    2. all rights and licenses granted by one Party to the other Party hereunder shall immediately cease (provided that such termination or expiration shall not affect the validity of the clients' licenses, which shall remain in effect subject to their terms). Licensee shall immediately cease to use any trademark, trade name or distinctive sign in connection with MeasureUp, as well as in the use and distribution of the Platform, and Licensee shall notify Clients and End Users accordingly.
    3. all invoices and any other amounts due between Parties shall remain due and payable in accordance with the terms hereof;
    4. upon reasonable request by MeasureUp, the Licensee shall provide MeasureUp with a signed written statement certifying compliance with paragraphs (a), (b) and (c) above;

      Termination of this Agreement shall not prevent either Party from exercising any legal remedy with respect to its obligations or rights under this Agreement. In the event of termination, for whatever reason, the provisions contained in this Agreement with the express or implied intention of continuing in force after the termination, the termination or the expiration shall remain in force and shall continue to bind both Parties. 
       

      The termination shall not affect those provisions of the Agreement, which by their nature must survive termination or expiration of this Agreement, which in any event shall include clauses 4.5, 5.5, 6, 7, 10 and 15. 
  5. Obligation to Customers: Notwithstanding the termination of this Agreement, MeasureUp shall fulfill its outstanding obligation to clients in accordance with this Agreement. 

6. Confidentiality

  1. General clause. The Parties undertake to keep confidential the information exchanged, provided or created in the course of the business relationship, and undertake not to disclose it, either by themselves or through their employees or collaborators, to third parties, understood as persons or entities, public or private, that are not part of this Agreement. 
  2. Confidential information. Confidential Information means any information concerning financial, commercial, technical and/or industrial aspects provided between the Parties for the use of the Software, as well as its copies and/or reproductions and those prepared "ad hoc" for this purpose (hereinafter "Confidential Information"). 

    In particular, and without limitation, Confidential Information shall mean any data subject to copyright, patents, techniques, models, inventions, know-how, processes, algorithms, programs, research, design details, financial information, list of Licensees, Customers, investors, employees, business or contractual relationships, business opportunities or internal business plans, relating to persons who register, apply for a license, perform tests through Licensee or purchase products, software or services through a Licensee or MeasureUp website, including, but not limited to Personal Data; as well as any information disclosed about Third Parties; any information which, as a whole or by the configuration or structuring of its components, is not generally known to experts in the relevant fields; information which is not readily accessible; and information which is subject to reasonable safeguards, as appropriate to the circumstances, to maintain its confidentiality. 
  3. Exceptions. The Receiving Party is not required to preserve the confidentiality of any information that is i) Previously known to the Receiving Party, in each case, without any obligation to keep it confidential; ii) Independently developed or produced by or on behalf of the Receiving Party or lawfully received, without restriction, from a third party entitled to disclose it; iii) Currently or subsequently becomes publicly available; iv) Ceases to be confidential because it is disclosed in bulk without limitation by its rightful creator; v) Required to be disclosed under applicable law, a court order or other governmental authority that legally requires the Confidential Information. 

    If a Party is required by law or court order to disclose Confidential Information, the Parties agree to provide the other Party with prompt written notice of such requirement so that an appropriate protective order or other relief may be sought prior to any disclosure.  
  4. Warranties and Liability. The Parties warrant and undertake to: 
    • To give to the Confidential Information received the same degree of care that it uses to protect its own information, and to guard it with the diligence of a respectable businessman, committing to use and treat it according to the necessary actions. 
    • Use the Confidential Information within the organization by the person(s) who must carry out its study, assuming the express commitment to safeguard it with the diligence of a good employer. 
    • Do not disclose, use or transfer, in the course of the Agreement, any confidential information or trade secrets obtained from third parties. 
    • To maintain the confidentiality of all Confidential Information and Personal Data to which it may have access in connection with this Agreement and the provision of services to MeasureUp, establishing such guidelines and instructions as it deems appropriate. In this regard, please inform and instruct your employees, collaborators or staff of your organization in this regard. 
    • Use such Confidential Information and Personal Data only when necessary to fulfill its obligations under this Agreement and for no other purpose. 
    • Do not disclose, use or transfer, during this Agreement, any confidential information or trade secrets that you have obtained from third parties.  
    • Do not disclose or transfer any of this Confidential Information or Personal Data to any third party without the express written permission of MeasureUp. Licensee shall not use Confidential Information or Personal Data for purposes of solicitation, advertising, unsolicited email or spamming, harassment, invasion of privacy or any other purpose unrelated to the performance of this Agreement. Licensee agrees to comply with all laws and regulations that apply to the collection and use of Personal Data by Licensee as a data processor to fulfill its obligations under this Agreement, including without limitation the United States CAN-SPAM Act and Regulation (EU) 2016/679 of the European Parliament and Council of April 27, 2016 on Data Protection. Licensee shall be liable for any breach of any applicable law by any of its employees or agents. Licensee's obligations will survive termination or expiration of this agreement for any reason. 

      The Parties are responsible for the actions of the users of the Confidential Information and for the consequences that may arise from the breach or action contrary to the obligations set out in this Agreement. 
  5. Ownership of Confidential Information. All Confidential Information provided and/or exchanged, including copies thereof, is the exclusive property of the Party from which it originates, and therefore its disclosure or transmission in whole or in part to third Parties without the prior written consent of the owning Party shall entail a breach of this Agreement, without prejudice to the legal consequences, including criminal ones, that may arise from such breach. 
  6. Disclosure required by law: If either Party believes that it is required by law or by a subpoena or court order to disclose any Confidential Information of the other Party, it shall promptly notify the other Party and make every effort to provide the other Party with an opportunity to seek a protective order or other judicial remedy prior to any disclosure. 
  7. Return and destruction of Confidential Information and Personal Data: The Parties shall return or destroy Confidential Information, as requested by the releasing Party and in accordance with the instructions given by the releasing Party. Each Party's obligation with respect to protecting and maintaining the confidentiality of such Confidential Information and Personal Data shall survive any termination of this Agreement. 

7. Liability, Limitations and Indemnification

  1. Responsibility: MeasureUp guarantees that:  
    1. a) the Products do not infringe the intellectual property rights of any third party 
    2. b) MeasureUp holds all licenses and rights to any intellectual property used in the Products (including any related services), including, but not limited to, the trademarks;
    3. c) MeasureUp has the right and authority to license the Products as provided herein;
    4. d) MeasureUp will comply with all applicable laws, including but not limited to laws relating to export control, and data privacy; furthermore, MeasureUp represents, warrants and undertakes that the Products will, to the best of its knowledge, be free from material defects and will not be harmful to the property or person of any third party. MeasureUp will professionally handle any inquiries or complaints from Clients or Licensees regarding the Products.

      Except as set forth herein, MeasureUp makes no other warranty with respect to the Products or otherwise in connection with this agreement and hereby disclaims to the extent permitted by applicable law all warranties and conditions, express or implied, including, without limitation, any warranty of merchantability or fitness for a particular purpose. 
  2. Limitation of liability: To the extent allowed by applicable law, MeasureUp shall not be liable for any incidental, indirect, or consequential damages arising out of the breach of any express or implied warranty or condition, breach of the Agreement, negligence, strict liability, or any other legal theory relating to this Agreement or the Product. Such damages include, but are not limited to, loss of revenue, loss of data, loss of use of the product or any associated equipment, and/or "downtime", even if MeasureUp has been advised of such damage. In any event, MeasureUp's entire liability under any section of this Agreement is limited to the amount actually paid by Licensee. 
  3. Compensation: Licensee shall indemnify MeasureUp and each of its respective officers, employees, and agents against any loss (including legal costs on an attorney and client basis) related to or arising from 
    • a breach by Licensee of this Agreement; 
    • any misrepresentation made by Licensee or its officers, employees, representatives or agents  
    • any illegal act or omission (including illegal, fraudulent or negligent) by Licensee. 

8. Assignment of the Agreement

  1. Prohibition of assignment. Licensee agrees not to assign the right to use the license to the Software, nor to transfer in any way its contractual position, without the express authorization of MeasureUp. 
  2. Subrogation to the Supplier. MeasureUp may assign the contractual position it holds in this Agreement, with all rights and obligations, to any company of the group to which it belongs, upon prior notice to Licensee. 

9. Export restrictions 

  1. Applicable regulations. The Licensee knows and accepts that the Software or part of it is subject to the Spanish legislation, being obliged to comply with the mentioned regulation, as well as to comply with the international regulation on exports that results from the application. 
  2. Supplier's Compensation. The Licensee shall be obliged to defend and hold MeasureUp harmless against any claims that may arise as a result of non-compliance with the export regulations. 

10. Intellectual and industrial property

  1. Intellectual property of the Platform. The Software and the services included therein are the intellectual property of MeasureUp and Media Interactiva Group. By virtue of the foregoing, the Licensee expresses its recognition that all the rights derived from the creation and authorship of the Software and the tools that form it, in particular of the Test Database (MeasureUp® Catalogue), including the economic and moral rights, belong exclusively to Media Interactiva Group, and therefore the services provided are conceived for these purposes as a literary work with an originality recognized by the applicable legislation. All references to the Software should include a copyright and confidentiality notice. 

    The copying, reproduction, reverse engineering or disclosure of the Software or Products - including the questions in the Test Database (MeasureUp® Catalog) - as well as any other act or omission that is not acknowledged, restricting Licensee's rights to market them in accordance with the conditions set forth in the Agreement, this document and other accompanying documentation, is strictly prohibited.  

    Acceptance of the terms of this Agreement does not give Licensee any rights in the Software other than those specified in this Agreement. MeasureUp reserves all rights in the MeasureUp Products and the MeasureUp Marks not expressly granted herein and, except as expressly stated herein, no other license or right of any kind is granted to Licensee in connection with the MeasureUp Products, including, but not limited to, any right to (a) use, produce, receive, reproduce, translate, modify or adapt, or (b) disassemble, decompile, reverse engineer, create derivative works from or obtain possession of any source code or other technical material related to the MeasureUp Products. 
  2. Industrial property. MeasureUp and Media Interactiva Group own all right, title and interest, including all copyrights, patents, database rights, trade secrets and confidential and proprietary rights worldwide, in the Products (including any modifications or enhancements thereto in connection with this Agreement), and all trademarks of MeasureUp. 
  3. Trademark license: MeasureUp grants Licensee a limited, non-exclusive, non-transferable license during the term of this Agreement to use the trademarks, service marks, and trade names owned by MeasureUp that are useful in marketing, licensing, selling, and distributing the Products provided by MeasureUp to Licensee for his or her exclusive use in marketing the Products in connection with this Agreement; provided that (i) any proposed use of any such MeasureUp Marks is subject to MeasureUp's prior review and approval, (ii) this license may be withdrawn or suspended if MeasureUp reasonably determines the nature and/or quality of any Licensee product or service with which the MeasureUp Marks are associated does not conform to the standards established by MeasureUp, and (iii) reproduction of the MeasureUp Marks is made for the benefit of Provider. Licensee shall not be entitled to use any of the MeasureUp product logos in its own marketing, licensing, sales, and distribution of the Products, unless the MeasureUp logo is included and visible in the same marketing, licensing, sales, and distribution material. 

    In addition, Licensee grants MeasureUp the right to use its trademarks and logos for advertising and promotional purposes and may publish it on its website, press releases or other written communications.  

    The Parties shall undertake to defend and protect the rights to the trademarks, logos and, in the case of the Licensee, the Platform, which shall include, but not be limited to, the following acts: (i) maintaining the registration of the trademarks as well as all other trademarks that may be created as a result of the development of the Software; (ii) using them in all documents and communications; (iii) defending them against interference or damage by third parties 

    MeasureUp reserves the right to issue instructions that will be binding on Licensee, including the cessation of the use of the Trademark when deemed necessary. 

    The assignment, delegation, transfer of the use of the trademarks as well as any other right not expressly provided for in this Agreement is strictly prohibited, except for companies of the group of Licensee that expressly assume the conditions set forth herein and with the prior consent of MeasureUp. 

    Licensee shall immediately cease using the Trademarks and shall remove them from all documentation and information to third parties where they appear, with all references, whether electronic or printed in the event of termination of the Agreement.  
  4. Extension of obligations. Licensee shall extend its obligations and assume all responsibility in relation to all its employees, managers, collaborators and dependents. 

11. Processing of personal data

The obligations and rights related to the protection of personal data are regulated in the corresponding annex to the Agreement. 

12. Resignation

Any delay by a Party in exercising its rights under this Agreement shall not constitute a waiver of its rights or its right to enforce any provision of this Agreement. The waiver by a Party of any breach shall not constitute a waiver of any other breach. 

13. Divisibility

If for any reason any provision of this Agreement is held to be unenforceable or invalid, then this Agreement shall be construed as if such provision were not contained herein. 

14. Notifications

All notices required by or relating to this Agreement shall be in writing and shall be sent to the parties to this Agreement at the addresses set forth in this Agreement or such other address as either party may substitute for written notice to the other, delivered in person or by registered or certified mail. All notices shall be deemed to be delivered upon actual receipt or three (3) days after deposit of such notice, duly addressed, postage prepaid, by mail, overnight courier, e-mail or facsimile, whichever is earlier. 

15. Applicable Law and Dispute Resolution

This Agreement shall be governed by, construed and enforced in accordance with the Federal laws of the United States and of Delaware, without giving effect to any principles of conflicts of laws principles thereof. Licensee and MeasureUp consent to the interpretation of the laws, jurisdiction and venue of the state and federal courts of the State of Delaware. 

The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement. 

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE PARTIES WAIVE JUDGMENT BY JURY ON ANY MATTER OR DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT. Any claim or cause of action relating to this Agreement, or with respect to the Product, must be commenced within one (1) year after the claim or cause of action arises.  

16. Class Action Waiver

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, ANY DISPUTE RESOLUTION PROCEEDING, WHETHER IN ARBITRATION OR COURT, SHALL BE ON AN INDIVIDUAL BASIS ONLY AND NOT ON A CLASS OR REPRESENTATIVE CLAIM BASIS OR AS A MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CLAIM, UNLESS BOTH PARTIES SPECIFICALLY AGREE IN WRITING AND FOLLOWING THE INITIATION OF ARBITRATION. 

17. Parties’ Relationship

MeasureUp's relationship with Licensee is that of an independent contractor, and neither Party is an agent or joint venture of the other. Neither party shall incur any debts or obligations on behalf of or for the account of the other, nor shall neither party be liable for the debts and obligations of the other. 

18. Force Majeure

Neither Party shall be liable for any damage to the other Party resulting directly or indirectly from delay, impossibility or failure to perform the obligations contained in this Agreement as a result of force majeure, situations of war, mobilization, natural disasters, strikes, lockouts, fires and any other circumstances beyond the control of the Parties. 

19. Entire agreement 

  1. These General Terms and Conditions together with the Agreement and the Annexes included, represent the entire understanding between the Parties and supersedes and cancels any documents made heretofore between the Parties.  
  2. Should any of these conditions be determined to be invalid, this shall not affect the rest of the document, which shall remain in full force and effect. 

20. Modifications 

MeasureUp may modify the present General Terms and Conditions at any time, and the modifications that appear on the website www.measureup.com at the time of the provision of the services shall be applicable. Otherwise, the Agreement may only be modified by a written agreement signed by the Parties.