JOFI END USER AGREEMENT AND TERMS OF USE

Effective Date: July 1, 2020

This End User Agreement and Terms of Use (“Agreement”) is a legal agreement between you and Metrics Reporting Inc. (“we”, “Us” or “Metrics Reporting”) regarding your use of the JOFI Assessments and JOFI Assessment Management System (JAMS) (collectively, the “Services”) through the JOFI website JOFIscore.com (the “Site”).

PLEASE READ THIS AGREEMENT CAREFULLY. BY USING THE SITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND THE PRIVACY POLICY REFERENCED HEREIN. IF YOU DO NOT AGREE, THEN METRICS REPORTING IS UNWILLING TO GRANT YOU ACCESS TO THE SITE, AND YOU MAY NOT USE THE SITE OR SERVICES.

  1. GENERAL TERMS. Your access to and use of the Site and Services is governed by this Agreement, which is a legally binding contract between you and Metrics Reporting. In addition, when using a particular Service and/or accessing certain materials on or through this Site, you will be subject to any posted terms, conditions and rules applicable to the service and/or materials, which are incorporated into this Agreement and govern any conflict or inconsistency with this Agreement. Access to the Services provided on this Site is available only upon purchase of the applicable assessments by you or a third party sponsor and is subject to any additional terms and conditions related to such purchase. All payments are due within thirty (30) days of invoice. We reserve the right to change service fees upon thirty (30) days’ notice. Such notice may be provided at any time by posting the changes to the Site or by email. We will use commercially reasonable efforts to provide accurate and reliable assessments through use of the Services; however, such results depend on the truthfulness and accuracy of end user responses.
  2. YOUR ACCOUNT. Your access to the Services is granted through the creation of a user name and password (your "Account"). You should not share your Account information with anyone, and you are solely responsible for any activity that occurs through your Account.
  3. YOUR RESPONSIBILITIES. By using this Site, you agree that:
    1. (a) You are at least thirteen (13) years old;
    2. (b) You will provide current, honest and accurate information;
    3. (c) You are responsible for all content you provide and your activities on the Site;
    4. (d) You will comply with all applicable laws, rules, and regulations when you use this Site;
    5. (e) You will not infringe our rights or the rights of others;
    6. (f) You will not use the Site to upload, transmit, or otherwise distribute any objectionable content;
    7. (g) You will not remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Metrics Reporting or its affiliates, partners, suppliers or the licensors;
    8. (h) You will only use the Site and Services for the purpose for which they were designed and intended; and
    9. (i) You will not create a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for the Services or any other services, product or software offered by Metrics Reporting.
  4. OWNERSHIP.
    1. (a) User Data. As a result of your use of the Site, you may provide Metrics Reporting with certain personal information, including your name, email, user name, and password (“User Data”). Metrics Reporting may use only use your personal information to provide the Services and for the purpose set forth in its Privacy Policy, which may be modified by Metrics Reporting from time to time. By using the Site you hereby grant to Metrics Reporting a non-exclusive, worldwide, royalty-free, fully paid up, sublicensable (directly and indirectly), transferrable, perpetual and irrevocable license to use your User Data to provide the Site and Services to you and the organization that paid for the Services or otherwise made the Services available to you (the “Sponsor”) and to de-identify your User Data and use such de-identified data (“Anonymized Data”) for Metrics Reporting’s business purposes or any other legally permissible purpose; provided such Anonymized Data does not include personally identifiable information. You acknowledge and agree that Metrics Reporting does not ask for, and that you will not provide, any sensitive personal information such as protected health information or social security numbers. You understand that Metrics Reporting may be required by law enforcement agencies to disclose information regarding your use of the Site and that Metrics Reporting will comply with such requests.
    2. (b) Assessment Results. IT IS IMPORTANT TO NOTE THAT IF SOMEONE OTHER THAN YOU PAID FOR THE SERVICES OR OTHERWISE MADE THE SERVICES AVAILABLE TO YOU, WE WILL SHARE YOUR USER DATA AND RESULTS OF YOUR JOFI ASSESSMENT WITH SUCH SPONSOR. When you complete a JOFI Assessment, you are choosing to share that information with the Sponsor. Please be careful of the information that you choose to share, as we do not have any control over what others do with this information. Others may, for example, download or re-share that information. As between Metrics Reporting and the Sponsor, the Sponsor is the owner of all assessments results generated by the Sponsor’s end users completion of a JOFI Assessment (“Assessment Results”); provided that the Company hereby grants to Metrics Reporting a non-exclusive, worldwide, royalty-free, fully paid up, sublicensable (directly and indirectly), transferrable, perpetual and irrevocable license to use the Assessment Results for its internal business purposes and to de-identify such Assessment Results for use for any legally permissible purpose; provided such de-identified Assessment Results do not include personally identifiable information.
    3. (c) Site and Services. The Site design, text, content, selection and arrangement of elements, organization, graphics, compilation, and other matters related to the Site are protected under applicable copyright laws, ALL RIGHTS RESERVED. You do not acquire ownership rights to any such elements viewed through the Site. Metrics Reporting and/or our licensors own and shall retain all rights, title and interests, including all intellectual property rights, in and to the Site, the Services, and all elements thereof. Except as it relates to User Data or the express licenses granted to you herein, you neither have nor acquire any rights, title or interests in or to the Site, or any element thereof. Except as otherwise provided herein, the Site and Services may not be used, copied, reproduced, downloaded, posted, displayed, transmitted, modified, or distributed in any form or by any means, including, without limitation, electronic, mechanical, photocopying, recording, or otherwise, without Metrics Reporting’s prior written permission.
    4. (d) Marks. Metrics Reporting, all company names, and all other trademarks and logos, unless otherwise noted, are trademarks and/or trade dress of Metrics Reporting, Inc., including the JOFI brand, in the United States, or its affiliates or other companies under common ownership or control or their licensors (the "Marks"). The use or misuse of any Marks or any other materials contained on the Site, without the prior written permission of their owner, is expressly prohibited. Metrics Reporting’s trademarks and trade dress may not be used in connection with any product or service that is not Metrics Reporting’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Metrics Reporting.
  5. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND METRICS REPORTING HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITE AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. METRICS REPORTING DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SITE, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SITE OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY METRICS REPORTING OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. THE ASSESSMENT RESULTS ARE FOR INFORMATIONAL PURPOSES ONLY, AND METRICS REPORTING DOES NOT MAKE ANY REPRESENTATION AS TO THEIR ACCURACY OR ABILITY TO PREDICT FUTURE BEHAVIOR OR RESULTS. YOU ASSUME FULL RESPONSIBILITY FOR ANY DECISION OR ACTION TAKEN IN RELIANCE ON THE ASSESSMENT RESULTS.
  6. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL METRICS REPORTING BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SITE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF METRICS REPORTING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY IN SOME INSTANCES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL METRICS REPORTING’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT OF FIVE DOLLARS ($5.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  7. INDEMNIFICATION. You shall indemnify, defend and hold harmless Metrics Reporting, its licensors, successors, and affiliates, and, collectively, their respective partners, directors, officers, employees or agents, or anyone else who has been involved in the creation, production or delivery of the Site (collectively the “Indemnified Parties”) from and against all damages, costs, claims and liabilities (including reasonable attorney’s fees) suffered or incurred by the Indemnified Parties as a consequence of any claims or proceedings made or brought against the Indemnified Parties by any person in connection with your use of the Site, Services and Assessment Results, including, without limitation, any claim that, if true, would cause you to be in breach of Sections 3 or 4.
  8. TERMINATION. This Agreement is effective until terminated. Metrics Reporting may terminate your access to the Site at any time and for any reason without prior notification. Additionally, Metrics Reporting may modify the Site at any time, and continuing to use the Site constitutes your agreement to such modifications. Metrics Reporting may also, in its sole discretion and at any time, with or without notice, discontinue the Site or any portion of it, restrict the time the Site is available, or restrict the amount of use permitted. You agree that Metrics Reporting may terminate or restrict your access to the Site without prior notice, and acknowledge and agree that Metrics Reporting may immediately deactivate or delete your Account, as applicable, and all related information and files. Metrics Reporting reserves the right to bar any further access to such files and the Site. Provisions that survive termination of this Agreement are those relating to ownership, limitations of liability, indemnification and others which by their nature are intended to survive.
  9. AMENDMENTS TO TERMS. Metrics Reporting reserves the right to change the terms and conditions of this Agreement, the Privacy Policy and/or any of its other terms, conditions and rules relating to your use of the Services, at any time in its sole discretion. Metrics Reporting shall notify you of such changes by posting the changes on the Site. You are responsible for regularly reviewing the Site and this Agreement regarding such changes. Continued use of the Site after any such changes have been posted shall constitute your agreement to them.
  10. MISCELLANEOUS. This Agreement, the JOFI Privacy Policy, and any agreement between you and Metrics Reporting regarding the Services constitutes the entire agreement between the parties with respect to the use of the Site and supersedes all prior or contemporaneous understandings between you and us regarding the subject matter hereof. You may not assign this Agreement, in whole or in part, without Metrics Reporting’s express prior written consent. No provision of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach of the other party, whether express or implied, shall not constitute consent to, waiver of, or excuse for any different or subsequent breach. This Agreement shall be binding upon and inure to the benefit of Metrics Reporting and its legal representatives, successors and assigns. If any provisions of this Agreement shall be prohibited or unenforceable by any applicable law, the provision shall be ineffective only to the extent and for the duration of the prohibition of unenforceability, without invalidating any of the remaining provisions. This Agreement will be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of law principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You agree to the jurisdiction of the state and federal courts located in or nearest to Grand Haven, Michigan, regarding any disputes arising under this Agreement.
  11. COMPLAINTS AND VIOLATIONS. If you have any complaints or wish to report any violation of this Agreement, please contact us using the contact information located here.