Terms and Conditions

These legally binding TERMS AND CONDITIONS (hereinafter, "Agreement") govern any and all usage of this website at www.DanJoy.biz and its resources comprised of proprietary computer software and databases, the JOY Tests (tm) of Total Sales Ability (tm), and AccuDecide (tm) technology (individually and collectively, the "System"), regardless of where this System is being accessed from and by whom.

This System is owned and maintained by Dan Joy, Inc. (hereinafter, "DJI"), a corporation organized and existing under the laws of the state of Florida, United States of America.

If you are a direct or indirect competitor or potential competitor of DJI, or acting on behalf of one, you must exit this website now, as you are not allowed to use this System.

This agreement applies to each and every person and/or entity using this System, intending to use this System, causing this System to be used, read or accessed by a device, machine or computer, and/or reading this document right now (hereinafter, "You" or "User"), regardless of the geographical location of the user. You may be acting independently or you may represent a business, corporate entity or organization, including but not limited to a recruiting firm or prospective employer. Or, you may be a media professional, a current or potential strategic alliance partner, distributor, reseller or affiliate of DJI. Or, you may be a casual browser or general visitor. You must be at least eighteen (18) years of age to use, browse or access this System.

You may be someone who wishes to create, or who already has, either a free trial online sales assessment testing account or a paid online sales assessment testing account on this System (hereinafter, "Client").

Or, you may be someone who takes a test on this System, including but not limited to a job applicant, current employee, potential franchisee, a sales professional, or anyone taking or evaluating a test (hereinafter, "Test-Taker" or "test-taker").

You must not use or continue to use any resources of this System, and must exit this website immediately if you do not agree with and accept these terms and conditions unconditionally and in their entirety. By proceeding forward to use any resources of this System, by creating a paid or free trial account on this System and/or by taking a test on this System, you are agreeing to the complete and unconditional acceptance of this legally binding agreement in its entirety.

You, the user, intending to be legally bound, hereby agree as follows:

1. PURPOSE AND INTENT IF YOU ARE A CLIENT:

If you are a Client, you agree to all of the following regarding your use of DJI's System:

a. Client will use DJI's System only for its own legitimate sales recruitment and/or sales potential evaluation purposes. It is not the Client's intent to develop or have developed elsewhere, a similar or competing sales assessment testing system. Client is not a competitor or potential competitor of DJI, and is not acting on behalf of one.

b. The free trial offer is only for verifiable businesses which are currently actively looking to hire sales professionals. Job-seekers or competitors of DJI do not qualify for a free trial.

c. Client will not access DJI's System for the purpose of monitoring its availability, performance or functionality, or for any other benchmarking, evaluation, comparison or competitive analysis purposes. Any use of DJI's System for competitor analysis, hacking, reverse-engineering, test decoding, algorithm analysis or scoring methodology analysis is not allowed.

d. Client shall not charge a job applicant, job seeker or candidate any fees for sales assessment testing. DJI's tests must always be administered or given free of cost to the person being tested.

e. Client shall not license, sublicense, lease, sub-lease, sell, resell, transfer, assign, distribute or otherwise commercially exploit DJI's content or services unless allowed by DJI to do so pursuant to a written agreement signed by DJI's chief executive.

f. Client shall not print, screen-capture or save any of DJI's test questions or test answers or create a derivative work or a printed or electronic test based on DJI's System. The copyright and usage rights in any such derivative work will belong to DJI.

g. Client shall not create direct Internet "hot-links" to DJI's System or "frame" or "mirror" any DJI content on any other server, wireless, Intranet or Internet-based device unless allowed by DJI to do so pursuant to a written agreement signed by DJI's chief executive.

h. Client shall not post, reveal or discuss DJI's test-questions, test-answers, test-scores, test-scoring methodology and/or comparison with any other test, product or service anywhere outside Client's business -- online, verbally or offline, as that may constitute a theft of DJI's trade secrets.

i. Client shall not input or cause to be input into the System, any incorrect or fictitious names, email addresses or any other information that is fake, fictitious or incorrect.

j. DJI reserves the right to deny a free trial membership and/or a paid membership to anyone, at any time, as it deems fit, at DJI's own sole discretion, with or without stating any reason. DJI may cancel, limit, restrict or cut short a free trial membership at any time to protect its own business interests, at its own sole discretion.

k. Given its proprietary technology, DJI reserves the right to deny access to its System to competitors or potential competitors, including but not limited to certain types of businesses in the Information Technology, Software Development, Sales and Marketing, Human Resources Consulting and/or Assessments space. DJI, acting alone, may voluntarily cancel anyone's paid membership at any time without advance notice, for competitive reasons, and issue an appropriate refund if applicable. Any such decision(s) by DJI shall be final and binding on all parties concerned.

2. PURPOSE AND INTENT IF YOU ARE A TEST-TAKER:

If you are a test-taker, you agree to all of the following regarding your use of DJI's System:

a. Test-taker will use DJI's System only for legitimate purposes as permitted by DJI under this agreement.

b. Test-taker understands that DJI's tests are not for self-assessment, and must be administered by a recruiter or prospective employer only. A job seeker, job applicant or anyone simply wanting to do a self assessment must not sign up for a free trial or place a paid order with DJI.

c. The free trial offer is only for verifiable businesses which are currently actively looking to hire sales professionals. Job-seekers or competitors of DJI do not qualify for a free trial.

d. Test-taker will use DJI's System only when invited by a recruiter or prospective employer to do so. It is not the test-taker's intent to develop or have developed elsewhere, a similar or competing sales assessment testing system. Test-taker is not a competitor or potential competitor of DJI, and is not acting on behalf of one.

e. Test-taker will not access DJI's System for the purpose of monitoring its availability, performance or functionality, or for any other benchmarking, evaluation, comparison or competitive analysis purposes. Any use of DJI's System for competitor analysis, hacking, reverse-engineering, test decoding, algorithm analysis or scoring methodology analysis is not allowed.

f. Test-taker shall not pay for taking any of DJI's sales assessment tests. DJI's tests must always be given free of cost to the person being tested. Test-taker shall report it to DJI immediately if anyone attempts to charge test-taker any fee for using any of DJI's tests.

g. Test-taker shall not print, screen-capture or save any of DJI's test questions or test answers or create a derivative work or a printed or electronic test based on DJI's System. The copyright and usage rights in any such derivative work will belong to DJI.

h. Test-taker shall not post, reveal or discuss DJI's test-questions, test-answers, test-scores, test-results, test-features, test-scoring methodology and/or comparison with any other test, product or service anywhere -- online, verbally or offline, as that may constitute a theft of DJI's trade secrets.

i. Test-taker shall not input or cause to be input into the System, any incorrect or fictitious names, email addresses or any other information that is fake, fictitious or incorrect.

3. FREE TRIAL:

a. The 30-day free trial (10 Free Screening Tests) offer on DJI's System is only for verifiable businesses which are presently actively looking to hire sales professionals. Job-seekers, job applicants, academic researchers, market researchers, current or aspiring sales professionals wanting to take a practice-test or looking to do a self-assessment, media-people, reviewers and/or competitors or potential competitors of DJI do not qualify for a free trial.

b. DJI's tests are not for self-assessment, and must be administered by a recruiter or prospective employer only. A job seeker, job applicant or anyone simply wanting to do a self assessment must not sign up for a free trial or place a paid order with DJI.

c. Given DJI's proprietary technology, acceptance into DJI's free trial program is neither automatic nor guaranteed. After you sign up for a free trial on our System, your request will be reviewed by DJI for business verification, compliance and non-competitor verification purposes. Approval, if granted, can take up to forty eight (48) business hours (not counting holidays or weekends) but we try to make all such decisions within one (1) business hour. A representative of DJI may need to speak with you briefly before approving any free trial request. If we are unable to speak to you, we may decline your free trial request.

d. If your 30-day free trial (10 Free Screening Tests) request is approved, the System will waive your monthly Membership Fee for the free trial period (free), the Setup Fee (free) and the fee for the 10 Screening Tests (free). However, certain premium features of our System are reserved for paying members only, and are not included in the free trial. The free trial never includes any Final Test(s).

e. The free trial includes a summary report card, showing essentially the overall score of the test-taker. However, the full report card is a premium feature for paying members only, and is not included in the free trial. Access to any resumes uploaded by Client's test-takers is also not included in the free trial.

f. The full report card will show Client how each job applicant or test-taker scored in different important sections such as Sales Prospecting Ability, Sales Presentation Ability, Sales Negotiating Ability, Sales Closing Ability, etc. Client will need to login to Client's account and upgrade to a paying membership to unlock the full report card functionality.

g. When you sign-up for a paid account or upgrade to a paid account from a free trial account to unlock the premium features, the System will charge you a setup fee of $9.99 plus a $19.99 monthly membership fee (that is just one low overall flat fee per month for ALL Report Cards under your account, NOT per report card). All memberships are non-recurring (fixed term only). Your card will NOT be charged again automatically, so you don't have to worry about canceling. We accept PayPal(R) also.

h. A free trial includes only the Screening Test (Test #1) units, and does not include any units of any Final Test (Test #2 or Test #3) or of any stand-alone or single-step test such as Test #4, which must all be paid for (purchased) separately, as needed. A paid membership is required before a Client can administer any Final Tests.

i. Only one (1) free trial account is allowed per company or per business location.

4. FREE TRAINING AND SUPPORT:

a. DJI will provide reasonable and free customer support to Client by telephone and/or email.

b. DJI will provide reasonable and free technical support to Client's test-takers by email.

5. NOTHING TO INSTALL (SAAS):

a. DJI's online sales assessment testing System is normally accessible virtually around the clock (24x7x365) via a current standard web browser and Internet access, except during occasional maintenance or upgrade periods. Client may access the System from office, home or hotel, i.e., virtually anywhere in the world. As far as DJI's System is concerned, there is no software for Client or test-taker to install, update or download for this SaaS (Software as a Service) system.

b. DJI deploys software upgrades directly on its global server(s), so that all users always have the most recent commercially available version of DJI's software automatically.

c. We recommend using the latest version of the Internet Explorer(R) web browser for Windows(R) from Microsoft(R) for using our System. We have tested that our System works well flawlessly with many other popular and widely used web browsers also. Certain features may not work with old or non-standard web browsers. JavaScript(R) and Cookies must be enabled in your web browser, and the security settings should be set to a "Medium" or "Medium High" level but not "High", for proper operation.

6. FEES:

a. There is never any charge or fee to any job-applicant or test-taker for taking any of DJI's tests. The test is free to the test-taker but may be paid for by the company which invited the job applicant, employee, potential franchisee, potential distributor or any other test-taker to take the test.

b. Setup Fee: Client agrees to pay DJI an account setup fee of only nine dollars and ninety nine cents (US$9.99) per account if Client wishes to use a full featured account with access to the System's premium features which are not included in a free trial account.

c. Membership (Subscription) Fee: Only paying members can access the premium features of DJI's System such as the test-takers' full report card(s) and any resumes uploaded by Client's job applicants. Client agrees to prepay DJI a membership fee of nineteen dollars and ninety nine cents ($19.99) per month. You may pay for 1, 3, 6 or 12 month(s) at a time. DJI does not offer automatic recurring billing. Client's card or PayPal account will NOT be charged or billed again automatically.

d. Re-Activation Fee: The System will remind Client to renew Client's membership when it is about to expire. It is Client's responsibility to login and pay to renew the membership before it expires, so as to be able to continue using the sales assessment testing account on the System. If an account's membership expires, and there are no purchased test-units available in that account at the time of renewal, Client agrees to pay DJI a Re-Activation Fee (in addition to the monthly membership fee) in the amount of nine dollars and ninety nine cents (US$9.99) per account, before that account can be re-enabled. A Re-Activation Fee will not apply if there are any purchased but unused test-units still left in the account at the time of re-enabling that expired account. DJI does not offer automatic or recurring billing. Client's card or PayPal account will NOT be charged again automatically.

e. Prices of Tests: Client agrees to pay DJI for all test-units used under all of its accounts, except for any account or test-units which have been pre-designated at the time of setup as a free trial account or free test-units. DJI's current price list for all of its tests, the quantity-breaks, and volume discount information is available on its online order form(s). Any applicable volume discounts are calculated automatically at the time of checkout.

f. DJI's fees and prices are subject to change at any time without advance notice, except if agreed otherwise through a written agreement signed by both DJI's chief executive and by the Client.

g. The testing history, report card, resume (if uploaded) and tracking information pertaining to the highest scoring three hundred (300) test-takers within the past sixty (60) days, for each type of test, under each account, is normally available online. However, DJI regularly purges data older than sixty (60) days on its global server(s) to keep the System running efficiently. It is Client's responsibility to save the information and/or a hardcopy printout of any test-taker's report card or resume which the Client wishes to keep long term.

h. Any special computer-programming related requests by the Client requiring the time and expertise of DJI's Information Technology department will be billable at only two hundred and fifty dollars (US$250) per hour and an estimate will be provided by DJI to Client for approval, prior to starting any work which is expected to take more than two (2) hours.

7. GENERAL ORDERING RESTRICTIONS:

a. DJI's sales assessment tests are not self-assessment tests, and are to be administered by a recruiter or prospective employer only. Purchasing of any test-units by job-seekers, applicants or candidates is not allowed.

b. Client's recruiters or authorized users may replenish the test inventory in their respective account(s) online, as and when needed. A minimum of one (1) test-unit and a maximum of two thousand five hundred (2,500) test-units of each type may be ordered online. DJI's customer service can assist with adding more than 2,500 test units at a time to any single account.

c. Purchasing or using any test-unit(s) for "practice purposes" in an attempt to improve one's own score or anyone else's test-scores is not allowed.

d. DJI's System may provide services, and use software, algorithms, processes, methods and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury's Office of Foreign Assets Control and other U.S. governmental agencies, and the export control regulations of the European Union. DJI's System shall not be used from, and none of the underlying information, software, or technology may be accessed from or transferred or otherwise exported or re-exported to countries to which the United States and/or the European Union maintain(s) an embargo or to a national or resident thereof, or any person or entity on the most recently updated U.S. Department of Treasury's List of Specially Designated Nationals or the most recently updated U.S. Department of Commerce's Table of Denial Orders or Denied Person's List. If you access or use DJI's System from outside the United States of America, you will be solely responsible for compliance with all applicable local and international laws, including without limitation export and import regulations of other countries. Any diversion of the content or technology of DJI's System contrary to United States laws is not allowed.

8. BILLING AND PAYMENT:

a. Prepayment is required for all products and services, unless agreed otherwise in advance, through a written agreement signed by both DJI's chief executive and by the Client.

b. If anyone who is invited to take a test does not take or complete the test, the test invitation will eventually be cancelled and the unused test-unit will be added back to Client's inventory automatically for re-assigning to someone else at no extra cost. DJI's System does not double-charge for the same test-unit.

c. Client agrees to pay DJI for any and all test-units ordered by Client or Client's employee(s).

d. If you use someone else's debit card, credit card or PayPal account to pay for any products or services on this website or System (e.g., the card of a co-worker, spouse, company's owner, etc.), you are hereby certifying that you have obtained full permission from the owner of the card or the owner of the PayPal account for the full amount that will be charged to the card or PayPal account. It is your responsibility to inform the card holder or the owner of the PayPal account that the card statement or PayPal account will show "DAN JOY INC" as the merchant, so that there is no confusion or dispute later on. You also agree to forward any payment, order or invoice related emails from DJI to the card holder or the owner of the PayPal account which was used for making each and every payment to DJI.

e. Credit card or debit card payments may be placed online. A hardcopy cardholder-signature may be required for debit or credit card orders of three hundred dollars ($300) or more at DJI's own sole discretion. DJI reserves the right to suspend testing privileges and block access to Client's online account(s) if the signed hardcopy cardholder-signature is not received by DJI in a timely manner.

f. DJI reserves the right to suspend testing privileges and block access to online accounts if any payment is unreasonably late and the delinquency is not cleared in a timely manner after a courtesy reminder by DJI.

9. THE CORRECT TESTING PROCESS:

a. Ability is defined as an individual's potential to achieve a desired positive outcome in a particular professional field of endeavor, on the basis of that person's own Aptitude, Attitude, Beliefs, Drive, Skill, Knowledge, Psychology, Experience, Personality and Training, based on reasonable expectation. Talent is defined as an individual's potential to achieve a desired positive outcome in a particular professional field of endeavor, on the basis of that person's own natural (innate) Aptitude, Attitude, Beliefs, and certain Basic Skills, based on reasonable expectation.

b. Client understands that for reasons of fairness and impartiality, the same (similar) sales assessment test must be administered to ALL of the applicants, and the sales assessment test should be administered to ALL applicants at the SAME POINT in the selection process.

c. DJI presently offers the following four (4) online sales assessment tests: (i) Test #1: SCREENING TEST for ALL Experienced Sales Applicants (to Shortlist); (ii) Test #2: FINAL TEST for Experienced Salesperson (Non-Manager); (iii) Test #3: FINAL TEST for Experienced Sales Manager/Vice President (VP) of Sales & Marketing; and (iv) Test #4: SALES TALENT TEST for BOTH Entry-level & Experienced Salespeople. The first three tests (Test #1, Test #2 and Test #3) are tests of Total Sales Ability (tm), and must be used for evaluating experienced salespeople or sales managers, only (with 3 years or more of relevant "real-world" sales and/or sales-team management experience, as applicable). Test #4 is a test of Total Sales Talent (tm), and may be used for evaluating BOTH entry-level salespeople (sales trainees) and insufficiently-experienced salespeople (with less than 3 years of relevant "real-world" sales experience). DJI, at its own sole discretion, may offer any additional test(s) in the future, or stop offering any test(s) at any time without any advance notice to anyone, as DJI deems fit.

d. Client agrees to follow the proper testing process, which, for experienced sales job applicants (with at least three years of relevant "real-world" sales and/or sales-team management experience) consists of using Test #1 (Screening Test) for shortlisting (narrowing down the number of applicants), followed by a Final Test (either Test #2 for a frontline Salesperson or Test #3 for a Sales Manager/VP) and then possibly an interview. Either of the two Final Tests (Test #2 or Test #3) may be administered directly as a stand-alone test (without Test #1: Screening Test) for one-step testing of new job-applicants or of the members of a Client's current sales team. Test #4 may be administered directly (on its own) for evaluating entry-level salespeople (sales trainees) and/or insufficiently-experienced salespeople (with less than 3 years of relevant "real-world" sales experience). Client may include any other appropriate non-DJI tests or methods to their selection and/or evaluation process, in addition to the testing process described herein. Testing of anyone who is already on the Client's sales team, with a Screening Test (Test #1), is not allowed.

e. Client understands that each Final Test is more thorough and in-depth, and more than twice the length of the Screening Test, for a more comprehensive assessment. A Final Test also helps protect the employer against the possibility of a job applicant substituting someone else to take a test on behalf of the applicant.

f. Each Final Test is a stand-alone test and may be administered on its own, without a Screening Test. A Final Test may be used for testing any current employees too for retention, promotion or training purposes.

g. Testing Client's current sales professionals with a Screening Test for promotion, retention or training purposes is neither recommended nor allowed. Client's current sales professionals are already past the Screening Test stage by virtue of already being there. DJI recommends using a Final Test (Test #2 or Test #3) or a stand-alone test (Test #4) for testing any of Client's current employees, as appropriate.

h. DJI strongly recommends that Client should test any experienced job applicant, candidate, employee or test-taker (with 3 years or more of relevant "real-world" sales and/or sales-team management experience) with a Final Test (Test #2 or Test #3) before making any final hiring, retention and/or training decision regarding that person. If DJI has reason to believe that the Client is making their final hiring, retention and/or training decision(s) based on the scores/result of just the Screening Test (Test #1) and/or if the Client's test-usage history or order-history shows a severely low, disproportionate or zero usage of the Final Tests then DJI may request the Client to rectify/correct that problem immediately. If the Client fails to rectify the problem within three (3) business days then DJI may suspend or terminate the Client's account without any refund, adjustment or compensation.

i. The maximum attainable overall score or sectional score on all of DJI's tests is ninety nine percent (99%), as it is DJI's belief that no human is perfect, that there is always scope for improvement of abilities in the Sales and Marketing profession, and that it would be unrealistic to assign a score of one hundred percent (100%) to anyone in the sales and marketing profession because the final decision to buy or not to buy ultimately rests with the prospective customer, not with the sales professional. Therefore, the sales results or sales performance of anyone cannot be guaranteed.

j. Testing any current sales employee or independent-contractor (who is already associated with your company or organization) with a Screening Test (Test #1) is not allowed. Only a Final Test (Test #2 or Test #3) or the Sales Talent Test (Test #4) may be used to test anyone who is presently on your sales team. This rule is necessary to help prevent the misuse or exploitative usage of our proprietary sales assessment testing technology. However, if you are a legitimate employer and you are either the Main Contact or the Alternate Reports Contact specified on your sales assessment testing account with DJI then you may take a Screening Test (Test #1) yourself just once (only to try it out once, just to experience the testing process but not to try to benchmark the test). Other than that, it would constitute a violation of our Terms and Conditions to administer a Screening Test (Test #1) to any current sales employee(s) or independent-contractor(s) who already sell(s) for your company or organization, and may lead to the suspension or termination of your account without any refund, adjustment or compensation.

10. TRADE SECRETS:

a. Definition: "Trade Secrets" means information or material that is commercially valuable to DJI and not generally known in the industry. This includes:

i. any and all versions of DJI's proprietary computer software (including source code and object code), databases, hardware, firmware and documentation;

ii. technical information concerning DJI's products and services, including product data and specifications, diagrams, flow charts, drawings, scoring methodology, formulae (formulas), algorithms, test results, know-how, processes, inventions, research projects and product development plans;

iii. information concerning DJI's business, including cost information, profits, sales information, confidential documents, accounting and unpublished financial information, business plans, markets and marketing methods, customer lists and customer information, purchasing techniques, supplier lists and supplier information, business methods and advertising strategies;

iv. information concerning DJI's principals and employees, including their salaries, strengths, weaknesses and skills;

v. information submitted by DJI's customers, suppliers, employees, consultants or co-venturers with DJI for study, evaluation or use; and

vi. any other information not generally known to the public which, if misused or disclosed, could reasonably be expected to adversely affect DJI's business.

b. Nondisclosure of Trade Secrets: You understand and agree that by using DJI's System which includes the proprietary sales assessment testing technology, you will be exposed to DJI's trade secrets. You will keep DJI's trade secrets in the strictest confidence. You will not use or disclose such trade secrets to others without DJI's prior written consent. However, you shall have no obligation to treat as confidential any information that:

i. was in your possession or known to you without an obligation to keep it confidential, before such information was disclosed to you by DJI;

ii. is or becomes public knowledge through a source other than you and through no fault of yours; or

iii. is or becomes lawfully available to you from a source other than DJI.

c. You understand and agree that the test scoring methodology, testing logic, algorithms and the weightage assigned to each test-answer or response are all strictly confidential trade secrets of DJI, and will not be disclosed by you to anyone at any time. Any reverse-engineering, re-engineering, re-purposing, recompilation, decompilation, decrypting, disassembly or hacking is not allowed.

d. Every test-taker's report card is a confidential document for Client's internal use only. It will not be shown to or shared with the job applicant, employee, candidate or person who was tested.

e. Return of Materials: If and when this agreement ends or is terminated, for whatever reason, Client will promptly deliver to DJI all originals and copies of all documents, records, software programs, media and other materials containing any of DJI's trade secrets, and delete and destroy all electronic versions of the same.

f. You understand and agree that DJI's computer software and sales assessment testing System contains trade secrets and proprietary know-how that belong to DJI, and it is being made available to you in strict confidence. Any use or disclosure of the software, or of its algorithms, protocols or interfaces, other than in strict accordance with this agreement, may be actionable as a violation of DJI's trade secret rights.

g. If you take a test on DJI's System you agree to answer all questions truthfully and honestly, and agree not to share or divulge any test-question(s), test-answer(s) and/or test-score(s) to anyone, at any time, for any reason whatsoever.

h. The following may constitute a theft of proprietary information and trade secrets and is prohibited: Posting any comparisons with any other test, product, service or company; posting speculation on how to cheat on or beat any of DJI's tests; posting DJI's confidential information, documents, trade secrets, test questions or test answers; posting any of the above information or links to the above information in user groups, blogs, wikis, message boards, forums, RSS feeds or elsewhere, verbally, offline or online; and/or posting any links to the confidential portions of DJI's website. DJI will prosecute any known violations of its intellectual property rights to the full extent of the law.

i. To help maintain the integrity of its sales assessment tests for employers, to discourage answer sharing, and to protect its proprietary technology and scoring methodology, DJI does not provide any test answers or an Answer Key to anyone. The questions, answers, weightage, sequence, etc., can change. Moreover, any test question and/or its answer are only a part of the overall process. How the proprietary algorithm(s) interpret(s) the answer may be even more critical because some questions may not have just a simple right or wrong answer. Publishing an Answer Key would make it easy for someone to cheat on a test or post the information on the Internet clandestinely.

j. Confidentiality and Non-Disclosure Obligations Survive Termination: you understand and agree that your obligation to maintain the confidentiality and security of DJI's trade secrets will remain with you even after this agreement ends or is terminated for whatever reason, and continue for so long as such information or material remains a trade secret.

11. NO SHARING OF ACCOUNT OR PASSWORD:

a. Login credentials such as passwords, test Ticket Numbers, Login IDs and Pin Codes are assigned for each specific individual's own use only, and must not be shared with anyone else. The dual account contacts feature of DJI's System, namely the ability to designate both a main contact and an alternate reports contact to the same account was designed primarily for a boss and assistant scenario where both the boss and the assistant would be interested in evaluating the same pool of applicants, and would both receive all of the report cards, scores, email alerts, etc. Sharing an account between or among two or more recruiters is not allowed as it may cause confusion, and compromise System speed and security, especially if each recruiter is evaluating or testing a different pool of applicants. Each recruiter at a multi-recruiter company must use a separate online sales assessment testing account on DJI's System.

b. If access for additional personnel and/or Client's other locations is required, additional memberships must be bought accordingly. DJI's System contains built-in safeguards against account sharing, and may automatically lock out an account if any inappropriate usage is suspected or detected.

c. It is Client's own exclusive responsibility to choose a secure password of a reasonable length of at least ten (10) characters, which is not easy for someone else to guess. The password must consist of at least one uppercase letter (alphabet), at least one lowercase letter, at least one numeral and at least one symbol. Client is advised to change their password(s) often, at least once every ninety (90) days to protect the integrity of their account(s). It is Client's own responsibility to change the password and/or request DJI to change the password if any previously assigned user at Client's company is no longer there or will no longer be using the account.

d. Client and/or user shall notify DJI immediately in writing of any unauthorized use of any password or account or any other known or suspected misuse or breach of security; report to DJI immediately in writing and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by Client to violate or seemingly violate this agreement; and not impersonate another DJI user or provide any false identity information to gain access to or use the System.

e. As a protection against hacking or reverse engineering, testing anyone with the same type of test more than two (2) times within any six (6) month time period is not allowed. The System's built-in safeguards may automatically disable an account at any time if any suspicious or unauthorized activity is detected, without any refund, credit or adjustment.

12. COPYRIGHTS, TRADEMARKS AND INTELLECTUAL PROPERTY:

a. You understand and agree that all copyrights, trademarks and other intellectual property rights in DJI's System including but not limited to all rights in DJI's website, web pages, computer software (including source code and object code), hardware, firmware, documentation, content, layout, design, inventions, domain name(s), formulae (formulas), algorithms, marketing copy, slogans, taglines, logos, databases, compilations, test questions, possible test answers, scoring methodology, executables, deliverables and downloadables which already belong to DJI are protected under United States and international copyright, trademark and intellectual property laws, statutes and treaties, and will continue to belong solely and wholly to DJI at all times.

b. All names, slogans, taglines, logos and graphics used on DJI's website which belong to DJI and are identified by the "TM" symbol are trademarks or service marks belonging exclusively to DJI, and may not be used by anyone else, anywhere, without obtaining prior written permission from DJI.

c. DJI retains exclusive, unconditional and absolute title to and ownership of all of its current intellectual property and all future enhancements, modifications and updates thereof. Nothing contained in this agreement may be construed as transferring any ownership rights in DJI's intellectual property to you or to any other party.

d. The material on this System or website may not be published, broadcast, rewritten or redistributed in any way without the prior written consent of DJI.

e. Any and all intellectual property rights in any third-party commercial software used on this website belong to their respective owners, and are duly acknowledged herein. Any trademarks, service marks and trade names that do not belong to DJI are hereby duly acknowledged as belonging to their respective owners.

13. NON-CONFIDENTIALITY OF USER-CONTENT:

You understand and agree that DJI may occasionally monitor, review or read account information, report cards, test scores, postings, resumes, communications, data, content and transmissions to and from the users of its System for customer service, technical support, maintenance, troubleshooting, compliance or quality control purposes. However, DJI will not discuss or divulge any Client's confidential recruiting and hiring related or sales performance and revenue related information to any other Client. Critical financial and other information is encrypted. DJI's web-host may be able to see certain non-encrypted information during maintenance or troubleshooting.

14. PERMISSION TO COMMUNICATE:

You agree to receive automatic System-generated emails and notifications pertaining to testing activity, test scores, report card notifications, order or payment confirmations, membership reminders, etc. Such emails are necessary for the proper functioning and maintenance of your account(s) and cannot be opted out of, for as long as you have any valid account(s) on DJI's System. It is each user's own responsibility to keep her/his email address and other contact information current and updated in DJI's System at all times. You also agree that DJI may send you occasional non-automated account related or marketing emails, but will not abuse this privilege. If you are a test-taker, you are agreeing to receive the automated emails from DJI such as test invitation(s), reminder(s) and thank you note(s).

15. PERSONAL INFORMATION:

a. DJI respects the privacy and confidentiality of the information provided to it by all of the users of its System, including but not limited to employers, recruiters, job applicants, candidates and test-takers. The personal information that is provided by you to DJI which DJI collects on its website is for DJI's internal company use only, and will not be sold, licensed or made available to any other party for solicitation purposes for as long as DJI continues to own its System, business and technology in its entirety. DJI has a written Privacy Policy.

b. DJI reserves the right to sell, lease, merge, license or transfer the information pertaining to its customers and users in bulk to another entity in the event that DJI sells its business, System, website, company and/or technology to another entity or merges with another entity. Certain information may be divulged to appropriate law enforcement agencies, if required by law.

c. DJI will not attempt to divert any job applicants from one Client to another. DJI does not knowingly share any specific confidential information regarding the users of its System with any other user(s). DJI will not knowingly attempt to place any Client's high-scoring job applicants or employees with some other Client or company. DJI is a provider of online sales assessment testing services, not a placement agency, recruiting firm or headhunter.

d. If you upload a resume to DJI's System, the contents of the uploaded resume will be accessible to and viewable by only the company or companies or recruiter or recruiters whose test invitation(s) you accepted, and for whom you took one or more test(s). However, your resume will not be accessible by or visible to any other company or person for whom you did not take a test on DJI's System. Your resume will not be made generally available to all other companies System-wide.

e. You should not include your date of birth, social security number, driver's license number, passport number or any other confidential or personal information in your resume, bio-data or curriculum vitae. DJI will never ask you for your date of birth, social security number, driver's license number, passport number or password. It is the test-taker's own responsibility not to upload a resume if complete privacy is desired.

16. TERMINATION:

a. Any breach of Client's payment obligations, or unauthorized or inappropriate use of DJI's System by you, or any violation of this agreement will be deemed a material breach of this agreement, for which DJI may suspend or terminate access to its System immediately, at any time, at its own sole discretion, without any refund, credit, adjustment or recourse.

b. If any actual or proposed change in the control of Client's or user's company or business results or would result in a direct or indirect competitor of DJI owning or controlling fifty percent (50%) or more of Client's or user's company or business, it shall be reported by Client or user to DJI immediately, and shall entitle DJI to terminate this agreement for cause immediately, at DJI's own sole discretion.

c. DJI shall have the right to immediately terminate this agreement if Client becomes bankrupt or insolvent.

d. Any and all confidentiality, non-disclosure and trade secret provisions of this agreement will outlive the termination of this agreement, regardless of cause.

e. All payment obligations of Client towards DJI will outlive any termination of this agreement, regardless of cause, and Client shall pay DJI for all fees and charges incurred.

17. ETHICAL TESTING:

a. DJI's System and sales assessment tests may be used only to help Client(s) recruit and hire sales and marketing professionals for legitimate sales and marketing positions paying a fair compensation, and must not be used to recruit for pyramid scheme, multilevel marketing (MLM), dead-end or exploitative sales positions.

b. DJI's sales assessment tests must not be used to recruit for selling any illegal, immoral or unethical products or services. DJI's sales assessment tests must not be used to recruit for selling unregulated or high-risk financial products or services, gambling services, liquor, cigarettes, tobacco, pornography, escort services or any other harmful products or services.

c. DJI does not and will not knowingly allow any illegal discrimination in hiring or career advancement based on religion, gender, race, color of skin, creed, ethnicity, national origin, sexual orientation, age, marital status, disability or veteran status. DJI does not ask the test-takers about their age, gender, race, color, marital status, sexual orientation, disability if any, national origin, veteran status, or for any other information that can be considered discriminatory or illegal under United States federal, state or local laws. None of the questions in DJI's tests are intended to elicit information regarding any protected characteristics, nor imply any limitation, illegal preferences or discrimination based on personal information or protected characteristics.

d. DJI may invite the test-taker to respond to a voluntary questionnaire for an anti-discrimination test-validation survey, after the test has already been completed and scored. This questionnaire asks for information pertaining to the test-taker's age-group (not the date of birth), gender, ethnicity, educational level, etc., but clearly states that the test-taker's information is collected for legal test-validation purposes only, and will never be shared with any hiring executive except in the form of aggregate (collective) statistics, and without personally identifying any specific respondent (test-taker). Providing this information is strictly voluntary, and the test-taker may select "Decline to Identify" if the test-taker does not wish to provide the information. The test-takers' voluntary responses help DJI to statistically validate its tests for anti-discrimination purposes in compliance with United States Equal Employment Opportunity/Affirmative Action (EEO/AA) guidelines. This confidential information stays within DJI and is never shared with any outside third party, employer, recruiter or hiring executive, except in the form of aggregate (collective) statistics. By the time this voluntary information questionnaire invitation is emailed, the test has already been scored, and the test-taker's responses/answers to any question(s) on the questionnaire will have no bearing on the test result. If the test-taker takes any of DJI's tests for a possible position within DJI itself, the test-taker's responses (answers) to this questionnaire will not be shared with the hiring executive at DJI.

e. The Client must enter the correct full name and the correct and unique email address of each applicant, candidate and/or test-taker who is to be tested, each and every time. Having the test-invitation email(s) sent to a general or generic company email address for further re-routing or forwarding to a test-taker is not allowed. Client shall not create a separate landing page on another website, Internet or Intranet to administer DJI's tests.

f. You shall not send unsolicited messages, spam or duplicative messages in violation of applicable laws through DJI's System; you shall not send or store infringing, obscene, vulgar, threatening, libelous, hurtful, or otherwise unlawful material, including material harmful to children or in violation of third party privacy rights; you shall not send, upload or store emails or material containing software viruses, adware, spyware, worms, Trojan horses or other harmful computer code, files, scripts, malicious code, agents or programs; you shall not interfere with or disrupt the integrity or performance of DJI's System, website or data contained herein; you shall not attempt to gain unauthorized access to the System, website and/or its accounts, related systems or networks.

18. COMMUNICATION DELAYS:

DJI's System may be subject to limitations, delays, and other problems inherent in the use of the Internet, electronic communications and business processes involving machines or humans. DJI shall not be responsible for any delays, delivery failures or other damage resulting from any such problems, technical, human or otherwise, regardless of whether or not they could have been avoided.

19. MAINTENANCE AND UPTIME:

a. Scheduled Maintenance. To ensure optimal performance and security of the System, DJI may perform occasional maintenance or software upgrades during its published maintenance window. This may require specific services to be suspended during the maintenance period. DJI's scheduled maintenance window is 4:59 AM to 6:59 AM, Florida time (Eastern USA time), any day of the week, but DJI strives to do most of the maintenance on a Saturday or Sunday. You are advised not to use the System during these scheduled maintenance windows unless absolutely necessary.

b. Emergency Maintenance: Under certain circumstances DJI may need to perform emergency maintenance such as security patch installation or hardware replacement. DJI will not be able to provide you with any advanced notice in case of emergency maintenance.

c. Reliability: DJI may use different web hosting companies from time to time for hosting its System. DJI chooses its web-host(s) carefully, based on reliability, industry reputation and reasonable assurance of ninety nine point nine percent (99.90%) uptime measured on a per calendar month basis, not counting any maintenance window(s) or any Force Majeure event(s). There may be emergency situations where DJI's System may be unavailable due to unscheduled maintenance, hardware failure, software failure or backup power failure in DJI's or its web host's equipment or facility. DJI makes regular backups of its databases. However, DJI shall not be responsible for unavailability or data loss caused by issues beyond its or its web-host's control, including but not limited to hardware failure, software failure, human error, denial of service attack or similar attacks, Internet non-availability, hacking, computer viruses, fire, flood, hurricane, earthquake, extreme weather, unpredictable events, Acts of God, and/or any Force Majeure event(s).

20. CANCELLATION AND REFUND POLICY:

All sales and orders are final, non-cancelable and non-refundable. No pro-rated refund of membership fees will be issued for accounts which are closed prior to the end of their term, regardless of reason. All deposits are non refundable.

21. CURRENCY AND TAXES:

All fees and prices in this agreement and on DJI's System are stated in the currency of the United States of America (United States Dollars), and do not include any taxes. Client agrees to pay and remit all applicable sales taxes, tariffs and any other taxes as required by law, as and when appropriate, regardless of how much time has elapsed since the time when the tax liability was created.

22. PRICING POLICY:

DJI reserves the right to change its fees, prices, rates and/or the availability of any of its products or services at any time, without any advance notice to anyone, except that DJI will honor the terms of any written agreements, and orders that have already been placed, accepted and fully paid for. Any specials, promotions and/or limited time offers are stand-alone offers, and may not be combined with any other offers. Any package prices, bundled prices or custom quotes are quoted as a package only, and may cost more if the items are priced separately. Any unused test-units offered as a discounted package deal under a full service sales recruiting agreement will dissolve and expire when the campaign ends, with no refund, credit or adjustment.

23. DATA PURGING:

Once an account has been closed, DJI shall be under no further obligation to retain or save any data pertaining to Clients, test-takers, job applicants, candidates or employees tested on DJI's System under that account. DJI regularly purges data older than sixty (60) days on its global server(s) to keep the System running efficiently. It is Client's responsibility to save a hardcopy printout of any test-taker's report card(s) or resume(s) which the Client wishes to keep long term. Any data entered into DJI's System by any users of DJI's System will belong exclusively to DJI at all times, regardless of who initially referred the user to DJI. DJI does not export or provide any System data to any outside users.

24. GENERAL DISCLAIMERS:

a. No representation is made on the part of DJI as to how much business or sales volume any sales professional(s) hired by the Client might generate, because that depends on many factors which are beyond the control of DJI, including but not limited to the general state of the economy, the method(s) and level(s) of compensation being offered to the sales professional(s), market conditions, the strengths and weaknesses of Client's and Client's competitors' brand(s), the nature and prices of the products or services being sold, the competitive landscape, Client's internal sales systems and sales tools, the sales training provided to the Client's sales team, morale and motivation of the Client's sales team, management's commitment to supporting the sales team, level and timeliness of Client's marketing, advertising, public relations and lead generation programs, and Client's overall interviewing, selection and hiring processes. The sales results or sales performance of anyone cannot be guaranteed. The final decision to buy or not to buy ultimately rests with the prospective customer, not with the sales professional. Client understands and agrees that no one can guarantee how much sales volume any sales professional would generate, regardless of that person's test score(s) on any of DJI's tests, because of reasons beyond DJI's, Client's and/or sales professional's control.

b. Client understands and agrees that there is no substitute for good human judgment because no computer software program can completely replace human experience, knowledge and instinct. The sales assessment tests of DJI are designed to partly assist the Client in a job applicant's, candidate's or employee's evaluation process but not to completely replace the Client's own human judgment, screening and evaluation methods. Client shall do its own pre-hire and post-hire due diligence as appropriate, including but not limited to conducting a job applicant's background check, credit check if applicable, criminal records check, driving records check, drug testing, verifying references and employment eligibility and confirming past accomplishments and work history, as applicable. Client understands and agrees that it is the Client's own responsibility to comply with all federal, state and local laws, statutes and regulations pertaining to proper hiring and employment procedures and practices, including but not limited to full compliance with all equal employment opportunity, affirmative action and anti-discrimination laws and regulations, and compliance with all applicable immigration, naturalization and work authorization related laws and regulations.

c. All sales assessment tests are based on reasonable expectation, and are subject to the inherent limitations of testing, including but not limited to imperfect information and the ability of humans to hide or distort their own beliefs and feelings. Moreover, success in the sales profession depends on a multitude of external competitive and human factors which are beyond DJI's or Client's control. DJI cannot guarantee that its System will meet Client's own real or perceived expectations of any job applicant's, candidate's or employee's future performance. DJI and Client do not have any control over how honestly and ethically anyone answers the test questions and/or whether the person engaged in any other attempt to influence the test scores or outcome.

d. Client agrees not to hold DJI, its employees, contractors or principals liable for any direct, indirect, incidental, special or consequential damages including but not limited to the loss of profits or revenue; the costs of procurement of substitute goods or services; the costs of paying any salaries or compensation; the costs of advertising, recruiting, re-recruiting, hiring, re-hiring; all legal costs and attorney fees; or any other cost or expense incurred by Client or any other party or parties, which arise from DJI's failure or omission to perform any aspect in a timely or accurate manner, regardless of whether such failure was caused by intentional or negligent acts or errors or omissions of DJI or any other party or parties.

e. DJI is not a placement agency, not an employment agency, not a headhunter, not a recruitment agency and not a search firm, and is not to be construed as such. Instead, DJI is a developer and provider of sales assessment testing services. DJI does not provide temporary or permanent contract workers and DJI does not place any employees.

f. DJI, its employees, contractors or principals shall not be liable to you or to anyone else for any loss, injury, harm or damage; recruitment costs, sales and marketing costs or advertising costs; hiring costs, training costs, termination costs or settlement costs; salary, salaries or payroll costs; attorney fees or legal costs; or commissions paid, payments made, uncollected funds or opportunity costs.

g. DJI, its employees, contractors or principals shall not be liable to you or to anyone else for any direct, indirect, consequential, incidental, special, punitive, financial or other damages arising out of any Client's, test-taker's or user's access, use, inability to access or inability to use DJI's System.

h. DJI, its employees, contractors or principals shall not be liable to you or to anyone else for any action taken or not taken based on the tests, test results, test scores, report card, suggestions, recommendations or information contained in DJI's System.

i. Your support of this website and System helps give back to humanity. DJI donates at least five percent (5%) of its global profits to charity to help children in need, as well as to support other good social, community and humanitarian causes, and medical research. DJI may donate confidentially to any social, charitable, medical or humanitarian cause at any time, as it deems fit, at its own sole discretion, and will be under absolutely no obligation whatsoever to any Client, test-taker or user or to anyone else, to support any specific charity or cause. DJI shall be under no obligation whatsoever to disclose the name and/or identity of any person, organization or entity benefiting from its charitable donations. DJI is not obligated to divulge to you the exact amount of its charitable donations, as that may be used by a competitor to calculate DJI's revenues.

j. DJI reserves the right to change its System's or software's features and/or add or remove any features at any time without any advance notice to anyone, as part of ongoing System evolution.

k. All rights not expressly and explicitly granted herein to the Client, test-taker, user or you are exclusively and unconditionally reserved by DJI.

l. DJI reserves the right to modify this agreement, i.e., DJI's Terms and Conditions, its Privacy Policy or any of its other policies relating to its System or website at any time, effective immediately upon the posting of an updated version of any such document in a public area of DJI's website. You, the user, are responsible for regularly reviewing this agreement (Terms and Conditions), Privacy Policy and any other policies for any changes, and complying with any and all policies that are in effect at that time. Your continued use of the System after any such changes have been posted to DJI's website shall constitute your absolute and unconditional consent to such changes, in their entirety.

25. DISCLAIMER OF WARRANTIES:

THE SYSTEM OF DJI IS PROVIDED "AS IS." DJI DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DJI ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES FOR DAMAGES, INCLUDING BUT NOT LIMITED TO SPECIAL, INDIRECT AND CONSEQUENTIAL DAMAGES, ATTORNEY FEES AND COURT COSTS ARISING FROM OR IN CONNECTION WITH THE USE OF THE SYSTEM UNDER THIS AGREEMENT.

26. LIMITATION OF LIABILITY:

IN NO EVENT WILL DJI BE LIABLE TO ANY PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SALARIES, COMMISSIONS, COMPENSATION, ADVERTISING COSTS, RECRUITING COSTS, RE-RECRUITING COSTS, HIRING COSTS, RE-HIRING COSTS AND THE LIKE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH DAMAGES OR LOSSES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, OR ARE SUFFERED DIRECTLY OR INDIRECTLY, EVEN IF (i) SUCH DAMAGES ARE FORESEEABLE, OR (ii) A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

27. GENERAL PROVISIONS:

a. Relationships: Nothing contained in this agreement shall be deemed to imply or constitute that either party is a partner, joint-venturer or employee of the other party for any purpose.

b. Severability: If a court finds any provision of this agreement invalid or unenforceable, the remainder of this agreement shall continue in full force and effect as if the invalid or unenforceable part did not exist, and the agreement will be interpreted so as best to effect the intent of DJI.

c. Modification: This agreement can be modified only by a written instrument signed by DJI's chief executive or by being duly posted by DJI in a public area of its website.

d. Titles, Captions and Case: All section titles or captions contained in this agreement are for convenience only and shall not affect the interpretation of this agreement. Similarly, the use of uppercase, lowercase and/or mixed-case instances of alphabets, words, sentences and/or paragraphs shall not affect the interpretation of this agreement.

e. Waiver: The failure to exercise any right provided in this agreement shall not be a waiver of prior or subsequent rights.

f. Injunctive Relief: You acknowledge that any misappropriation of any of the confidential information or trade secrets of DJI in violation of this agreement may cause DJI irreparable harm, the amount of which may be difficult to ascertain, and you therefore agree that DJI shall have the right to apply to a court of competent jurisdiction for an order enjoining any such further misappropriation and for such other relief as DJI deems appropriate. This right of DJI is to be in addition to the remedies otherwise available to DJI.

g. Indemnity: Client, test-taker or user agrees to indemnify DJI against any and all losses, damages, claims or expenses incurred or suffered by DJI as a result of Client's, test-taker's or user's breach of this agreement.

h. Notices: DJI may give notice to you by means of a general notice on DJI's System or website, or via an electronic mail to your email address on record in DJI's files, or by a private online message, or by written communication sent by Facsimile (fax), First Class Mail or Air Mail postal mail to your address on record in DJI's files. Such notice shall be deemed to have been delivered and given upon the expiration of seventy two (72) hours after mailing or posting if sent by First Class United States Mail, twenty four (24) hours after sending if sent by facsimile, email or online message, or seven (7) days after sending if sent by International Air Mail.

i. Attorney Fees and Expenses: In a dispute arising out of or related to this agreement, DJI shall have the right to collect its reasonable attorney(s) fees, costs and necessary expenditures from you.

j. Governing Law: This agreement shall be governed in accordance with the laws of the State of Florida, United States of America.

k. Jurisdiction: By using DJI's System, you consent to the exclusive jurisdiction and venue of the federal and state courts located in Broward County, Florida, United States of America, in any action arising out of or relating to this agreement. You hereby waive any other venue to which you might be entitled by domicile or otherwise.

l. Successors and Assigns: This agreement shall be binding upon the successors and assigns of the user or Client without regard to changes in Client's form of business organization, and the agreement shall inure to the benefit of any successors or assigns of DJI. You may not assign or transfer your rights or obligations under this agreement without the prior written consent of DJI duly signed by DJI's chief executive. Any assignment or transfer in violation of this section shall be null and void.

m. Integration: This agreement expresses the complete understanding of all parties with respect to the subject matter contained herein and supersedes all prior proposals, agreements, Confidentiality and/or Nondisclosure Agreement(s), representations and understandings including but not limited to the terms and conditions on Client's purchase order, regardless of when received, signed, executed or accepted by DJI or its authorized representative. Nothing contained in this agreement, any Authorization, Purchase Order, Nondisclosure Agreement, Confidentiality Agreement or any other document and/or instructions of Client, regardless of when received by DJI, shall be construed to modify, nullify, void or override, wholly or in part, any portion or portions of DJI's online Terms and Conditions and DJI's online Privacy Policy. In the event of any conflict or discrepancy between DJI's online Terms and Conditions or DJI's online Privacy Policy with any other document, understanding or agreement regarding the subject matter contained herein, DJI's online Terms and Conditions and DJI's online Privacy Policy as presently posted on DJI's website and as amended from time to time shall control and prevail.

n. Publicity: Neither party may make or issue any public announcement or press release about this Agreement or its business relationship with the other party without the prior written consent of the other party, which may be granted or withheld by the other party at its sole discretion. The form and content of any such announcement will be subject to prior written approval of both parties. The provisions of this section will survive any termination of this Agreement.

28. GOVERNING LAW, JURISDICTION, VENUE AND WAIVER OF JURY TRIAL:

This Agreement and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, validity, execution, interpretation or performance of this Agreement (individually and collectively, "Causes of Action") shall be governed by, and construed, interpreted and resolved exclusively in accordance with, the laws of the State of Florida, without regard to its principles of conflicts of law which would require or permit the application of the laws of another jurisdiction. All Causes of Action shall be heard and determined exclusively in the state and federal courts of the state of Florida, Broward County, United States of America, and those courts shall have exclusive jurisdiction over all such Causes of Action. You, the User, hereby irrevocably waive, to the fullest extent permitted by applicable law, (i) any objection which you may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute, and (ii) any right you might have to a jury trial. You, the User, hereto agree that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

You must not use or continue to use any resources of this System, and must exit this website immediately if you do not agree with and accept these terms and conditions unconditionally and in their entirety. By proceeding forward to use any resources of this System, by logging in to DJI's System, by creating a paid or free trial account on this System, by assigning or administering a test on this System and/or by taking a test on this System, you are agreeing to the complete and unconditional acceptance of this legally binding agreement in its entirety.