A. General Terms of Use
About Us
This Website is controlled and operated by Michigan Language Assessment Language Assessment, located at Argus 1 Building, 535 West William St., Suite 310, Ann Arbor, Michigan, 48103-4978 USA.
Your use of the Services provided through this Website, whether goods or services or digital content, is governed by these legal terms and conditions of use and purchase and the Data Protection and Privacy Statement (the "Terms of Use"), and by entering and using this Website and any other websites notified to You from time to time You confirm that You agree to these Terms of Use.
Michigan Language Assessment provides Test administration on this Website, enabling You to access Products and Services from Michigan Language Assessment.
You acknowledge that You have read and understood the terms and conditions in these Terms of Use relating to: Michigan Language Assessment disclaimer of warranties; limitation of liability; cancellation policy; individual Product information; protection and use of Your personal data; and the manner in which Michigan Language Assessment may make changes to these Terms of Use.
You may print and keep a copy of these Terms of Use for the purpose only of Your use of the Website. The Terms of Use are a legal agreement between us and can only be modified with our prior written consent.
You may contact Michigan Language Assessment via your local test center or info@michiganassessment.org.
If We have to contact You We will do so by telephone or by writing to You at the email address or postal address You provided to us in Your order.
In these Terms of Use
- A person includes an individual, Institution or instituted body (whether or not having separate legal personality).
- A reference to a company shall include any company, corporation or other body institution, wherever and however instituted or established.
- Words in the singular shall include the plural and vice versa.
- A reference to one gender shall include a reference to the other genders.
- A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1. Access All Users
Subject to Your compliance with these Terms of Use, Michigan Language Assessment grants Users and Institutions a limited, non-exclusive, non-sublicensable, and non-transferable limited permission to access and make personal non-commercial use of the Content and the Website for the purpose of the Service.
1.1 Login
You must:
1.1.1 register by providing the information requested and following the instructions on the Website, unless You have been pre-registered by an Institution or Michigan Language Assessment. Where pre-registered by an Institution You will be provided with a login by the Institution, which You must use to access the Product(s).
1.1.2 accept these Terms of Use, including where You have been provided with an Activation Code or a User ID by Your Institution.
1.1.3 be responsible for ensuring that the details You provide Us with are true, accurate and complete, and for informing Us of any changes to the information You have provided.
1.1.4 take all reasonable steps to ensure that Your password is kept confidential and secure.
1.1.5 Michigan Language Assessment reserves the right to reject registration or to refuse the Service(s) to anyone for any reason in its sole and absolute discretion.
1.2 Michigan Language Assessment's Rights to Make Changes
1.2.1 Changes. We may change the Product or Product:
(a) to reflect changes in relevant laws and regulatory requirements to ensure that We are compliant with applicable laws; and
(b) to implement minor technical adjustments and improvements, for example to address a security threat. These changes are not likely to affect Your use of the Product or Product.
1.2.2 Updates to the Digital Content. We may update or require You to update Digital Content, provided that the Digital Content shall always match the description that We provided to You before You bought it.
1.3 Providing the Service, Product, or Product of Tests
During the order process We will let You know when We will provide the Product or Product to You. If the Product(s) or Product(s) are on-going services and subscriptions, We will also tell You during the order process when and how You can end the contract.
(a) If the Product is in physical format, We will deliver it/them in accordance with Product specification and the Center arrangements you have selected. This will be confirmed in Your Confirmation of Order email which will be sent after We accept Your order.
(b) If the Product or Product are one-off services, We will begin the Services on the date set out in the order OR on the date agreed with You during the order process. Where applicable the estimated completion for the Services will either be when the Product is downloaded, when the Test is completed or with a Product this will be when the scheduled test date has passed, as set out on the Website or as set out in the Confirmation of Order e-mail.
(c) If the Product or Product is a one-off purchase of Digital Content, We will make the Digital Content available to You as soon as We accept Your order through your login to the Website and or as set out on the Website.
(d) If the Product(s) or Product(s) are on-going services or a subscription to receive the Product(s) or Product(s) (including Digital Content), We will supply the Services, or Product(s) to You until either the Services are completed or the subscription expires (if applicable) or You end the contract as described in these Terms of Use or We end the contract by written notice to You as described in these Terms of Use.
1.4 We are not responsible for delays outside Our control.
If Our supply of the Product(s) (including digital content) is delayed by an event outside Our control then We will contact You as soon as possible to let You know and We will take steps to minimize the effect of the delay. Provided We do this We will not be liable for delays caused by the event, but if there is a risk of substantial delay You may contact Us to end the contract and receive a refund for any Product(s) You have paid for but not received.
2. International Trade Compliance
2.1 Where a User registers, purchases or receives the Services from a country outside the United States of America, in the case of conflict, ambiguity between any provision contained in these Terms of Use and the laws of that country then the jurisdiction of the United States of America will apply and these Terms of Use shall take precedence as permitted.
2.2 The Product(s) or Services provided under these Terms of Use, and the transaction contemplated hereby are subject to any applicable customs and export control laws and regulations of the United States of America, and may also be subject to the customs and export laws and regulations of the country in which the Product(s) or Services are received. You acknowledge that it is Your responsibility to comply with and abide by those laws and regulations.
3. Prohibited Uses
3.1 You may not misuse the Service, Product, Website and the licenses granted or Your use of the website may be terminated or suspended.
3.2 The permission of use granted to Users does not include any sale or commercial use of the Services, Website or Content unless authorization has been granted previously in a separate written agreement. In accessing any part of the Website, Users agree NOT to:
3.2.1 Engage in systematic copying or downloading of the Content, Product or Services or transmit any part of the Content or Product or by any means to any unauthorized user;
3.2.2 allow copies to be stored or accessed by an unauthorized user;
3.2.3 make the Website Content available in any other form or medium or create derivative works, in whole or in part, without the prior written permission of Michigan Language Assessment;
3.2.4 Alter, amend, merge, modify or change the Content, Product or Services at all or with any other software, source code or documentation otherwise than as agreed in writing withMichigan Language Assessment;
3.2.5 Copy, download, duplicate, reproduce, exploit or otherwise deal in or encumber the Content, Service, Product or Product in whole or in part, for sale, resale or commercial use without Our express agreement nor use on behalf of or make available the same to an unauthorized user.
3.2.6 Upload, display or transmit any materials through the Website which are false, offensive, defamatory, threatening, obscene, and unlawful or which infringe the rights of any other person anywhere in the world;
3.2.7 reverse engineer, decompile, copy, adapt, translate, (frame or use framing techniques) any software or other code or scripts forming part of the Website or attempt to transmit to or via the Website any information that contains a Virus, worm, Trojan horse or other harmful or disruptive component;
3.2.8 Use data mining, robots, or similar extraction and data gathering tools;
3.2.9 Use any Meta tags or any other “hidden text” utilizingMichigan Language Assessment’s names or trademarks without Our express written agreement.
3.2.10 change, modify, delete, interfere with or misuse data contained on the Website and entered by or relating to any third party user of the Website;
3.2.11 allow the repair or adjustment or disablement of the Product or the Website by any person other thanMichigan Language Assessment withoutMichigan Language Assessment’s consent; and
3.2.12 breach or fail to comply with any specific instructions or limitations on the Use of Website Content as notified by Us to You.
3.3 Users agree to keep confidential the Product and the technology used to deliver the Service through this Website and take all steps to effect and maintain adequate security measures to protect the Confidential Information and Intellectual Property Rights of Michigan Language Assessment and safeguard the Product from access or use by any unauthorized person. Institutions in particular agree to limit access to the same as those of its (or their) employees, agents and sub-contractors who either have a need to know or who are engaged in the use of the Product and ensure their compliance with these Terms of Use.
3.4 Except as expressly granted, these Terms of Use do not grant any Institution or User any rights to, or in, the prices, patents, copyrights, database right, trade secrets, trade names, trademarks (whether registered or unregistered), any derivative use of the Content, Product, Service or Website or any other rights or licenses in respect of the Content, Website, Product or Service.
3.5 WhereMichigan Language Assessment uses Security Features in relation to the Content (wholly or in part), the Security Features must, unlessMichigan Language Assessment notifies the User or the Institution otherwise, be kept confidential and not lent, shared, transferred or otherwise misused.
3.6 If a User becomes aware of any misuse of the Website, or any security breach in connection with these Terms of Use that could compromise the security or integrity of the Website or otherwise adversely affectMichigan Language Assessment, or if a User learns or suspects that any Security Feature has been revealed to or obtained by any unauthorized person, the User shall promptly notifyMichigan Language Assessment and fully co-operate withMichigan Language Assessment to remedy the issue as soon as reasonably practicable.
3.7 Michigan Language Assessment may change Security Features without notice to the User or the Institution.
4. Right of withdrawal of access of Website content/User Content
4.1 Where Michigan Language Assessment considers, in its sole opinion, there to have been a deliberate and/or systematic breach of applicable laws, these Terms of Use or any other applicable terms and conditions by You, it reserves the right to immediately, temporarily or permanently withdraw Your right to use the Website.
5. Amendment of the Website, Policies or Terms of Use
5.1 Michigan Language Assessment reserves the right to make changes to the Website, Policies, and these Terms of Use at any time. We will notify Users of changes to this Website, Policies, and these Terms of Use by displaying them on this webpage and they will take effect from the time they are displayed on this webpage. You will be subject to the version of the policies and Terms of Use in force at the time that You use the Website. If any of these Terms of Use are deemed invalid, void or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining condition.
6. Exclusions and Limitations of Liability
6.1 We will use reasonable commercial measures to ensure the availability of the Website will be uninterrupted and that transmissions will be error-free. However, due to the nature of the internet, this cannot be guaranteed. Your access to the Services may also occasionally be suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or Services.
6.2 Michigan Language Assessment expressly excludes any warranty or undertaking, express or implied that the use of the Product will be compatible with the User or Institution’s systems. In the event of any incompatibility Michigan Language Assessment shall take all reasonable steps to assist the User in resolving such compatibility.
6.3 The Website has been prepared for the purpose stated above and providing information about Our Services. We are not responsible for the Test taking process, Institution, Center facilities and We do not warrant the offering of any of these businesses or organizations or the content of their websites.
6.4 Michigan Language Assessment does not assume and shall have no liability for the actions, facilities, omissions or other services that are or are due to be provided by a Center or an Institution or other third party in connection with the services You request from them. You should carefully review their privacy statements and other conditions of use.
6.5 Michigan Language Assessment gives no warranty that the booking (or taking) or purchase of the Product or Product or the Services or third party services in any particular jurisdiction outside the United States of America is permitted under any applicable non-United States of America laws or regulations. Accordingly, the Services accessed through the Website or any part of them are not offered in any jurisdiction or to any Candidate where purchasing or (or taking) the Product or Product using the Services available or the provision of the Services is prohibited, whether by reason of nationality, residence, age or otherwise. If You are resident outside the United States of America You must satisfy Yourself that You are lawfully able to purchase the Product or use third party services.
6.6 Subject to the paragraph above, Michigan Language Assessment shall not be liable to any User (or any person claiming under or through the User) whether in contract, tort, negligence, breach of statutory duty or otherwise for any losses, financial, economic or other loss, or any indirect or consequential loss or damage, costs or expenses.
6.7 Subject to the preceding paragraphs above, the total liability of Michigan Language Assessment for any loss or damage, costs or expenses arising directly or indirectly from the use of third party services provided through the Website shall not exceed such sum as has been paid to Michigan Language Assessment for the Product, Product or Service concerned.
6.8 Michigan Language Assessment excludes all liability whatsoever, to the fullest extent permitted by law, in respect of any loss or damage resulting or arising from any non-availability or use of the Website, Website Content or of any other website linked to it, or from reliance on the Website Content or any material or Content accessed through it.
6.9 Nothing in these Terms of Use shall exclude Michigan Language Assessment’s liability to You for fraudulent misrepresentation by Us or Our employees or for death or personal injury resulting from Michigan Language Assessment’s negligence or that of Our employees.
6.10 Except as expressly provided in these Terms of Use, the User, Candidate or Institution assume sole responsibility for results obtained from the use of the Website by the User, Candidate or Institution, and for conclusions drawn from such use. Michigan Language Assessment shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Michigan Language Assessment by the User, Candidate or the Institution in connection with the Website, or any actions taken by Michigan Language Assessment at the User’s, Candidate or Institution’s direction.
6.11 MICHIGAN LANGUAGE ASSESSMENT ACCEPTS NO RESPONSIBILITY FOR AND CAN GIVE NO WARRANTIES, GUARANTEES OR REPRESENTATIONS IN RESPECT OF, (a) THE CONTENT, INFORMATION, MATERIALS, PRODUCT OR OTHER MATERIAL ON THE WEBSITE (AT THE TIME OF LISTING OR AT ANY OTHER TIME) (b) THE SERVICE BEING TIMELY, SECURE OR THAT IT WILL OPERATE WITHOUT ERROR; (c) ANY PRODUCT BEING LAWFUL TO SELL (d) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND (e) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OFMICHIGAN LANGUAGE ASSESSMENT. ALL LIABILITY IS EXCLUDED TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, MICHIGAN LANGUAGE ASSESSMENT DISCLAIMS ANY AND ALL SUCH WARRANTIES.
6.12 SUBJECT TO THE ABOVE, YOU ACKNOWLEDGE THAT OUR LIABILITY TO YOU FOR DIRECT LOSS UNDER ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE, PRODUCT(S) OR PRODUCT(S) SHALL BE LIMITED TO $50 (FIFTY UNITED STATES OF AMERICA DOLLAR) FOR ANY ONE INCIDENT OR SERIES OF INCIDENTS. WE SHALL, HOWEVER, IN NO CIRCUMSTANCES BE LIABLE TO YOU UNDER OR IN CONNECTION WITH YOUR USE OF THE SITE FOR ANY INDIRECT, ECONOMIC OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER; LOSS OF REVENUE; LOSS OF PROFITS; LOSS OF BUSINESS; LOSS OF GOODWILL OR REPUTATION; LOSS OF USE; ANY DELETION, CORRUPTION, DESTRUCTION, COSTS AND EXPENSES WHATEVER OR HOWEVER ARISING OUT OF OR IN CONNECTION WITH THE SALE AND SUPPLY OF THE PRODUCT, PRODUCT, THIRD PARTY SERVICES OR THE PURCHASE OR ATTEMPTED PURCHASE OF THE PRODUCT, PRODUCT OR THIRD PARTY SERVICES ANYWHERE IN THE WORLD, LOSS OR REMOVAL OF DATA OR ANY PROFESSIONAL CHARGES.
6.13 If the limitation on Michigan Language Assessment’s liability set out in the preceding paragraph is adjudged to be unreasonable in the circumstances, the limit of Michigan Language Assessment’s liability shall be increased to the amount that Michigan Language Assessment can recover from its insurer for the loss in question.
6.14 This does not affect Your legal right to cancel or request a refund within a reasonable period of time if the Service cannot be delivered within a reasonable period of time owing to a cause beyond Our reasonable control in accordance with Our cancellation and refunds policies (for Consumers as applicable).
This clause 6 sets out the entire financial liability of Michigan Language Assessment as applicable (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the User, Candidate, Center, Institution or third party.
7. Termination
7.1 These Terms of Use shall remain in full force and effect for the duration of a User or Institution’s access to the Website. Access to the Website at all times will be determined by Michigan Language Assessment (in its reasonable discretion) and if Michigan Language Assessment determines that a User or Institution is in breach of these Terms of Use or using the Website in a manner that is detrimental to Michigan Language Assessment’s reputation, the Website or to other Users, Michigan Language Assessment may without prejudice to any other rights or remedies that it may have, at its discretion, terminate or suspend the agreement or the User or Institution’s access and/or exercise all rights and remedies which may be available to it in law or equity.
7.2 Upon termination of this agreement for any reason:
7.2.1 All rights of use and access granted to You under these Terms of Use shall revert to Michigan Language Assessment;
7.2.2 Any rights granted by You to Michigan Language Assessment under these Terms of Use shall be licensed to Michigan Language Assessment; and
7.2.3 You agree to continue to adhere to the provisions of these Terms of Use relating to any intellectual property of Michigan Language Assessment or any third party rights holder.
7.2.4 You will no longer have access to Your data (including personal data and Your results).
8. Data Protection, Privacy and Confidentiality
Details of Our Data Protection, privacy and confidentiality policies are set out in Our Data Protection and Privacy Statement, which also govern Your use of the Website and Our Services.
9. Copyright and Intellectual Property
9.1 The Product(s) and Website contain confidential and proprietary information of Michigan Language Assessment and all copyright, trademarks and other Intellectual Property Rights in the Product(s) are the exclusive property of Michigan Language Assessment. No title or rights of ownership, copyright or any other intellectual property in the Product is transferred to the User or Institution other than the license rights expressly granted.
THE WEBSITE, PRODUCT(S) AND CONTENT (INCLUDING DESIGN, TEXT, IMAGES, SCRIPTS AND SOUNDS, ALL PRODUCT MATERIAL AND ALL TECHNICAL INFRASTRUCTURE RELATING TO IT) ARE THE PROPERTY OF MICHIGAN LANGUAGE ASSESSMENT (UNLESS WE NOTIFY YOU OTHERWISE) AND PROTECTED BY INTERNATIONAL COPYRIGHT AND DATABASE RIGHTS LAWS AND MUST NOT BE USED, DISPLAYED, MODIFIED, ADAPTED, DISTRIBUTED, TRANSMITTED, TRANSFERRED, PUBLISHED OR OTHERWISE REPRODUCED IN ANY FORM BY ANY MEANS OTHER THAN STRICTLY IN ACCORDANCE WITH THIS AGREEMENT OR BY THE EXPRESS WRITTEN AUTHORITY OF MICHIGAN LANGUAGE ASSESSMENT.
9.2 Each User and Institution agrees to keep confidential the Product(s) and the Test Results as applicable, (the paper version or the Digital version(s)) effect and maintain adequate security measures to safeguard the Product(s) and the Test Results as applicable from access or use by any unauthorized person and in particular limit access to the same as those of its (or their) employees, agents and sub-contractors who either have a need to know or who are engaged in the use of the Product(s) or Test Result(s).
9.3 All other rights are reserved.
10. Jurisdiction
These Terms of Use shall be governed by and construed in accordance with United States of America Federal law and any dispute arising out of the supply and purchase of the Product(s), Product(s) or Services. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of the United States of America over any claim or matter arising under or in connection with these terms and conditions.
11. Force Majeure
11.1 Michigan Language Assessment shall have no liability to an Institution, User or third party under these Terms of Use if it is prevented from or delayed in performing its obligations under these Terms of Use, or from carrying on its business if that delay or failure is caused by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, financial or economic crisis, inability to obtain supplies, refusal or revocation of license, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, inability to obtain supplies, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, insurrection, embargo, flood, storm or default of Michigan Language Assessment or its sub-contractors.
12. Other Important Terms
12.1 These Terms of Use together with Michigan Language Assessment’s Data Protection and Privacy Statement, Michigan Language Assessment agreements for the Michigan Language Assessment assessments or other assessments available through this Website, any Booking form, any payment method instructions or any order acknowledgement (as applicable), constitute the entire agreement between Michigan Language Assessment and You with respect to the purchase and supply of the Product(s), Product(s) or Services unless we notify you otherwise.
12.2 Michigan Language Assessment will not be deemed to be in breach of these Terms of Use or held liable to the User for any delay in performance or failure to perform any of its obligations to the User to the extent that such delay or non-performance is due to any cause beyond Michigan Language Assessment’s reasonable control.
12.3 Michigan Language Assessment may terminate or suspend Your access to, or use of, any ordering or other features of this website, without notice, for any conduct that Michigan Language Assessment believes is disruptive to this website or is in violation of any applicable law or these Terms of Use, including without limitation any infringement of Michigan Language Assessment’s Intellectual Property or other rights.
12.4 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
12.5 If You breach these Terms of Use and We take no action, We will still be entitled to use Our rights and remedies in any other situation where You breach these Terms of Use.
13. Notices
Any notice required to be given under these terms and conditions shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the address set out in clause 15.1.
14. Language Version
In the event that these Terms of Use are translated into any language other than English, the terms of the English Language version shall prevail.
15. Contact Us
15.1 The principal place of business is at Argus 1 Building, 535 West William St., Suite 310, Ann Arbor, Michigan, 48103-4978, USA.
15.2 In the event of any comments or questions concerning these terms and conditions, then please contact us via your local test center.
B. Institution Terms of Use
1. Institutional Registration / Use
1.1 In consideration of the Payment by the Institution, Michigan Language Assessment grants to the Institution limited permission as set out in the Terms and Conditions of use and purchase for the specified Term to access the Content and use the Product(s) and Product(s) on this Website for the purpose of accessing the Service as an educational or assessment tool and for no other purposes.
1.2 Each Institution or Center is required to register unless they have already been pre-registered to use the Service on the Website. Each Institution will be set up with an Account Manager and the Account Manager will be responsible for managing the Institution’s use of the Website.
1.2.1 Each Institution shall be responsible for managing the set up and use of its account. Each Institution is responsible for ensuring that:
1.2.1.1 Access to the Institution’s account on the website is limited to authorized Users;
1.2.1.2 The login details including the password are kept securely.
1.3 The Institution undertakes that the Product will be used internally within the Institution only and not marketed externally and will not be used for commercial purposes unless the Institution has been granted Agent approval as set out in these Terms and Conditions of Use.
1.4 The Institution shall take all steps as shall be necessary to ensure compliance with these Terms and Conditions by such employees, agents, customers and sub-contractors and shall be held liable for any breaches by them.
1.5 An Institution that purchases a product is granted a non-exclusive, non-transferable limited right to permit its Users to access and use the Website during the Term as permitted under these Terms and Conditions ("Institutional User").
1.6 Where it purchases a Product(s) it undertakes to ensure or to take steps to ensure that in connection with the Product(s):
1.6.1 the Institutional Users it creates and grants logins to shall not exceed the maximum number of Product logins it has purchased from Michigan Language Assessment;
1.6.2 it will not allow or suffer the Test to be used by more than one User;
1.6.3 Usernames and passwords must only be used by the Users subject to these terms and conditions and the Institution will ensure each User shall keep their secure password for the Website confidential;
1.6.4 it shall maintain a written, up-to- date list of Institutional Users and provide such list to Michigan Language Assessment within 5 Business Days of Michigan Language Assessment’s written request at any time(s);
1.7 shall be responsible for any Institutional User’s breach of these terms and conditions.
1.8 Any rights granted to the Institution under this clause are granted to that Institution only, and shall not be considered granted to any subsidiary or holding company of the Institution.
1.9 If any Institution becomes aware of any misuse of the Website, or any security breach in connection with these Terms and Conditions that could compromise the security or integrity of the Website or otherwise adversely affect Michigan Language Assessment, or if the Institution learns or suspects that any Security Feature has been revealed to or obtained by any unauthorized person, the Institution shall, at the Institution's expense, promptly notify Michigan Language Assessment and fully co-operate with Michigan Language Assessment to remedy the issue as soon as reasonably practicable.
1.10 The Institution agrees to co-operate with Michigan Language Assessment's reasonable security investigations.
1.11 Each Institution shall be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Michigan Language Assessment systems, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Institution's network connections or telecommunications links or caused by the internet.
1.12 Michigan Language Assessment reserves the right, without liability or prejudice to its other rights to an Institution to:
1.12.1 suspend or deactivate an Institution Administrator Account or Institutional User account;
1.12.2 remove access to or delete an Institution account or Institutional User account or remove anyone who accesses or uses the Website through the Institution in the event of a breach or suspected breach of these terms and conditions.
5. Agent
5.1 If an Institution is granted Agent status and has signed the applicable Agent agreement, it will be able to manage the sale and use of Test(s) to and by Clients in accordance with the rights granted by Us.
5.2 An Agent must set up Client(s) in accordance with Our instructions and only allocate Test(s) to Clients once they have been approved as Institutions by Us.
5.3 An Agent must assign Test(s) to a Location and assign Client(s) to a Location before it can allocate any approved requests for Test(s).
5.3 An Agent must ensure that Clients and Candidates are made aware of the provisions of the Data Protection and Privacy Statement.
5.4 An Agent is responsible for invoicing Client(s) outside of the Website in accordance with any terms and conditions agreed with the Client and the Agent is responsible for the arrangements for collecting any payments required from Client(s) for the Test(s).
6. Agent Client(s)
6.1 A Client once created as an Institution by Us at the request of an Agent can request Test(s) from an Agent. A Client can have its status as a Client removed or terminated by the Agent in accordance with the Agent’s terms and conditions. We have no control over the Client status and this is conferred by the Agent alone.
6.2 A Client is responsible for paying the Agent in accordance with any terms and conditions agreed with the Agent.
6.3 Any dissatisfaction or problems with Test availability or administration must be raised with the Agent and not with Us.
C. Candidate Terms of Use
These terms only apply to Users who are not acting for purposes relating to a trade, business, craft or profession.
1. Registration
1.1 Once You register or are registered for the Website, Your registration will continue:
1.1.1 Until You notify your test center.
1.1.2 Your registration will only be valid for seven (7) years from the date You take Your Test or purchase Product(s ) (as applicable, which ever date is the later date) unless You have opted to receive marketing regarding other products or services that may be of interest to You. You will receive an e-mail informing You that Your registration will lapse and to continue Your registration You must follow the instructions set out in the e-mail.
1.2 Your use of the website and access to Services on the Website will be determined by Your registration and the Product(s)) You are eligible for.
Glossary
Definitions and Interpretation
Under these terms and conditions unless the context otherwise requires, the following words have the following meanings:
"Activation Code" means the activation code provided to Users:
a) To give access to a booking page, for Test(s) available to selected Candidates.
b) To pre-pay for a Test(s) and enable a Candidate to access the Test without paying (pre-paid activation code).
c) To reserve a space on a test, where there is limited availability, for a Candidate.
Upon using the activation code, the User will be informed whether payment is required to access Test.
"Agent" means an Institution granted to rights to sell, manage and administer Test(s) in accordance with these Terms of Use and the applicable Agent agreement.
"Assessment" means an examination or test taken under Michigan Language Assessment exam conditions.
"Booking" shall mean a confirmed and paid for Test(s).
"Product" shall mean a means the License granted by Michigan Language Assessment to an Institution to purchase multiple Tests for the Institution’s use as agreed by Michigan Language Assessment.
"Business Day" means any day which is not a Saturday, Sunday or public holiday in the United States of America.
"Candidate" shall mean someone who has a confirmed and paid for booking directly or through an Institution to take a Test.
"Center" shall mean an Institution which can provide test taking facilities as provided for under the website.
"Center Exams Manager" means an individual authorized by an Institution to manage its Institution’s account (use or access to the Website or Service (s)).
"Client" means a customer who is set up as an Institution by an Agent or Us.
"Confidential Information" means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information.
"Consumer" means an individual user who purchases a Product and is granted the rights of a consumer as set out in these Terms and Conditions.
"Content" means Website content and User content whether provided by Michigan Language Assessment or a third-party.
"Digital Content" means data, which is produced and supplied in digital form and is supplied as described subject to additional or enhanced features as notified to you. Users do not acquire any Intellectual Property Rights in any Digital Content.
"Digital Product" means a Test or other product including E-learning material containing Digital Content.
"Institution" means any accredited educational institution or any corporation or business entity purchasing Product(s) as agreed with Michigan Language Assessment.
"Intellectual Property Rights" means all Intellectual property rights of Michigan Language Assessment including any patent, rights to inventions, utility models, copyright and related rights, database rights, registered design, trademarks, trade names, logos, service marks, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, moral rights, rights in confidential information (including know-how and trade secrets) and any other Intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
"License" means the limited permission granted to specified Users to use some or all of the Services or Product(s) available through this Website under these Terms of Use.
"Payment" shall mean the monies paid by User(s) or Institution for the Services received from Michigan Language Assessment through this Website.
"Policies" shall mean the Data Protection, privacy and confidentiality policies notified to You.
"Product" shall mean a Test or Test material available for sale through this Website.
"Security Feature" means any security feature implemented by Michigan Language Assessment including any key, PIN, or password.
"Service" or "Services" shall mean the service(s) to be delivered by Michigan Language Assessment through this Website.
"Term" shall mean the duration of a Product or Product as notified to You by Michigan Language Assessment.
"Test" or "Test Material" shall mean an application and any associated documentation, software or other material to sit or prepare for CPSQ and Assessment(s) owned and or managed by Michigan Language Assessment through the Website, whether in paper or computer based format.
"Third Party" or "Third Party Services" shall mean the services to be delivered by Centers, Institutions or other entities and not Michigan Language Assessment.
"User(s)"/ "You"/"Your" shall mean either an individual User, an Institution Administrator User or an individual who is authorized to access the Content through a secure network at/via his/her affiliation with a purchasing Institution as a current student or employee, and everyone who accesses and/or uses the Website, including, individuals who have been provided with an Activation Code by an Institution or Us. References in these Terms of Use to "You," "Your," or "Users" are interchangeable.
"Validity Period" means the period for which Activation Codes are valid and vary depending on the Test but will expire at the end of the applicable advertised registration period or as notified to You by Us.
"Verification Email" means the email automatically sent to all Users who self-register upon completion of the online registration form to become a registered User of the Website. The link within the Verification Email must be clicked to verify the account and complete registration (this link will be valid for 48 hours).
"Virus(es)" means anything or a device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by rearranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the User experience, including worms, Trojan horses, viruses and other similar things or devices.
"Website" means this website and any other website notified to You as part of Your registration, access or Use of the Services from time to time.
"Website content" means all material contained in the Website including without limitation all articles, Content, discussion content, Product(s), answer keys, text, images, scripts, tests and sounds added to the Website by Michigan Language Assessment.