For the purposes of these Terms and Conditions of Use, the term “Customer” used throughout shall mean any individual purchasing a Versant test. 

1. Acceptance of Terms and Conditions of Use 
The purchase of a test covered by these Terms and Conditions of Use is based upon acceptance of the various terms and conditions and adherence to all policies described, which may be modified from time to time. Customer agrees to be bound to all terms and conditions effective at the time of order when placing an order for a Test or by partial or total payment of Pearson’s invoice for any tests. No modification or additions to these terms and conditions are binding upon Pearson unless previously agreed to in writing by an authorized representative of Pearson, including but not limited to any terms that may appear on customer purchase orders. 

2. Prices; Payment 
All prices and terms are subject to change without notice and are exclusive of taxes and shipping and handling charges. Customer agrees to accept the credit card billing. Payment is required before Test Identification Numbers (TINs) for the Customer's order are issued. All fees paid by Customer are non-refundable. Customer’s TINs shall be valid for one (1) day from the date of purchase. Each TIN can be used by the Customer once. Pearson reserves the right to cancel TINs if Customer's payments are not current, or if Customer does not comply with all applicable laws.  

3. Disclaimer of Warranties 
ALL TESTS, TEST IDENTIFICATION NUMBERS (“TIN’S”), PRODUCTS, AND SERVICES PROVIDED BY PEARSON ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND AND PEARSON AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PEARSON DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE TESTS, TIN’S OR OTHER MATERIALS IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. CUSTOMER AGREES THAT THE USE OF THE TESTS, TIN’S, OR OTHER MATERIALS PROVIDED BY PEARSON IS AT CUSTOMER’S OWN RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PEARSON OR A PEARSON REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO CUSTOMER. 

4. Confidentiality 
Customer acknowledges and agrees the contents of Pearson’s tests may constitute trade secrets, which include confidential and proprietary material, information, and procedures. Customer will not sublicense, rent, lend, transfer, lease, resell or otherwise distribute materials, or authorize or allow disclosure of the contents of a test. Customer acknowledges and agrees that the use or disclosure of trade secrets in a manner inconsistent with the provisions of this Agreement may cause Pearson irreparable damage for which remedies other than injunctive relief may be inadequate. Accordingly, Customer agrees that in any request by Pearson to a court of competent jurisdiction for injunctive or other equitable relief seeking to restrain such use or disclosure, Customer will not maintain that such remedy is not appropriate under the circumstances.   

5. Copyright Notice 
All tests and other related materials of Pearson are copyrighted. They are not to be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying, recording, or any information storage and retrieval system without permission in writing from Pearson. The reproduction of any part of Pearson’s copyrighted tests and related materials in any way, whether the reproductions are sold or furnished free for use, is a violation of federal copyright law. No adaptations, translations, modifications, or special versions may be made without permission in writing from Pearson; customers are advised that such adaptations, translations, modifications, or special versions may affect the validity of the tests. Except as set forth herein, nothing in this Agreement shall be construed as granting Customer any right, title, or interest in or to Pearson’s intellectual property. 

6. Non-transferable test-taker right 
Customer acknowledges and agrees that Customer is purchasing a nonexclusive, nontransferable right to take the Test subject to these Terms and Conditions of Use.  Customer agrees that the collection of audio and video material shall be subject to the Versant privacy policy located at https://www.pearson.com/english/versant/versantprivacynotice.html (“Versant Privacy Policy”). 

7. Limitation of Liability 
PEARSON SHALL NOT BE LIABLE TO CUSTOMER FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR LOST BUSINESS, PROFITS, INCOME, OR GRANTS, OR EXPENSES INCURRED BY CUSTOMER AS A RESULT OF DELAYS OR THE LICENSE OF SUBSTITUTE MATERIALS, ARISING OUT OF THIS AGREEMENT AND/OR THE USE OR MISUSE OF, OR INABILITY OF CUSTOMER TO USE, ANY PRODUCTS OR MATERIALS SUPPLIED HEREUNDER, EVEN IF PEARSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY ARE FORESEEABLE.  IN ANY EVENT, IN RESPECT OF ANY CLAIM, DEMAND OR ACTION ARISING OUT OF THIS AGREEMENT, CUSTOMER SHALL BE LIMITED TO RECEIVING ACTUAL AND DIRECT DAMAGES IN A MAXIMUM AGGREGATE AMOUNT EQUAL TO THE CHARGES PAID BY CUSTOMER TO PEARSON HEREUNDER FOR THE APPLICABLE PRODUCTS OR MATERIALS ON WHICH THE CLAIM IS BASED.  

8. Indemnity 

Customer agrees to defend, indemnify, and hold Pearson and its directors, officers, employees, and agents harmless from and against any claims, demands, losses, damages, causes of actions, and judgments arising out of Customer’s use of the Tests, TINs, its use of personal information and video and audio recordings collected for Customer through the service, or its breach of this Agreement.   

9. Force Majeure 
Nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, act of God, war, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing party and not due to its fault or negligence. 

10. Notices 
Any required notices shall be given in writing to the Customer at the most recent contact information provided by Customer to Pearson. Customers agree that Pearson may send notices by electronic mail as an alternative to conventional mail. 

11. Governing Law and Venue 
These Terms and Conditions of Use, each transaction entered into in connection with this Terms and Conditions of Use, and all matters arising from or related to these Terms and Conditions of Use (including validity and interpretation) are governed by, construed, and enforced in accordance with the laws and courts of England and Wales without reference to any conflict of law principles. 

12. Entire Agreement   

This Agreement contains the entire understanding and agreement between the parties related to its subject matter. This Agreement supersedes any and all other agreements and understandings, whether oral or written, related to its subject matter, and may only be amended by a written document signed by both the Customer and Pearson. This Agreement will be binding upon the parties and their respective successors and assigns.