1. License.

ISFCE LLC (ISFCE) hereby grants you a non-exclusive license to use the Test Materials (defined below) solely to administer the Proficiency Test one time to a employee/s of yours (the “Test Taker/s”).

2. General.

All test materials, instructions, software, documentation and any content accessed through the ISFCE website, including the Proficiency Test you are about to download (collectively, the “Test Materials”) are protected by law, including copyright law. ISFCE or “we,” “us” or “our”) own all right, title and interest to the Test Materials. Except for the specific rights licensed to you in paragraph 1 above, ISFCE reserves all of its rights to the Test Materials.

3. Title Not Transferred.

This Agreement does not transfer to you title to the Test Materials or any intellectual property rights. ISFCE retains exclusive title to the Test Materials and all intellectual property rights therein.

4. Restrictions.

You will: (i) return Proficiency Test results using the Subscriber’s Response Form provided within 60 days of downloading. Test results are to be returned to ISFCE via electronic upload to the link provided with the Proficiency Test. You hereby authorize ISFCE to release the results of the Proficiency Test to the preferred accrediting body according to the ISFCE Digital Evidence Handling Proficiency Test Provider Program.

The ISFCE will maintain on-going compliance with all standards of the Digital Evidence Handling Proficiency Test Provider Program. This includes the performance of annual audits, management reviews, and subcontractor reviews. The ISFCE will provide each subscriber laboratory with a preliminary report for each test within 30 calendar days after the due date of the test. The preliminary report shall include the purpose of the test, a description of how the test was manufactured and when appropriate, the manufacturer’s expected results. An individual report for each test will also be provided by the ISFCE to each accredited laboratory for each test within 90 calendar days after the due date of the test. The individual report shall include all of that participant’s data and conclusions.

You may not (and you agree not to permit another person, including the Test Taker, to): (i) redistribute, sell or otherwise copy the Test Materials; (ii) modify, translate or create derivative works based on the Test Materials; (iii) attempt to decompile, reverse engineer or disassemble the Test Materials; (iv) remove any identification, copyright or other proprietary notices; or (v) cheat on the Proficiency Test. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE CONTENT OF THE TEST Materials TO ANY OTHER computer OR LOCATION FOR REPRODUCTION OR REDISTRIBUTION IS PROHIBITED.

5. Confidentiality.

You may not (and you agree not to permit another person, including the Test Taker, to) disclose the contents of the Proficiency Test except in administering the Proficiency Test to the Test Taker in accordance with this Agreement.

6. NO WARRANTY.

THE TEST MATERIALS ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY. ISFCE DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ISFCE OR AN AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OF ANY KIND. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, SO CERTAIN OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS WHICH VARY FROM STATE TO STATE.

7. Indemnification.

You hereby agree to indemnify, defend, and hold us and our affiliates and our respective officers, directors, owners, agents, information providers, affiliates and licensors (collectively, the “Indemnified Parties”) harmless from and against any and all liabilities and costs (including reasonable attorneys’ fees) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of this Agreement, your use and administration of the Proficiency Test, the completion or failure of the Test Taker, and any other matter associated with the operation of your business, including any action or omission giving rise to a claim by a third party. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

8. LIMITATION ON LIABILITY.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE BE LIABLE FOR ANY PERSONAL INJURY OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, UNDER ANY LEGAL THEORY (TORT, CONTRACT OR OTHERWISE), THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE Test MATERIALS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE Proficiency Test, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE Proficiency Test IN which CASE WE WILL REFUND TO YOU THE AMOUNTS YOU PAID TO USE FOR ANY UNUSED PROFICIENCY TEST WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU TO ISFCE FOR THE Proficiency Test.

The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

9. Termination.

This Agreement is effective until terminated by either party. We reserve the right, in our sole discretion, to terminate this Agreement at any time, for any reason. You may terminate this Agreement at any time by contacting the ISFCE's office at info@isfce.com.

10. Assignment.

This Agreement and the Test Materials may not be assigned, sublicensed or transferred by you, by assignment, operation of law, change of control or otherwise, without ISFCE’s prior written consent.

11. Miscellaneous.

This is the entire agreement between us relating to the subject matter herein and shall not be modified except in writing, signed by both parties. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to any principles of conflicts of law. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.

12. Arbitration.

Should any irresolvable dispute arise in connection with the interpretation or enforcement of this Agreement, the parties agree to submit the matter to binding arbitration according to the Commercial Arbitration Rules of the American Arbitration Association exclusively before an arbitrator in Nashville, Tennessee. The decision of the arbitrator shall be final and binding and may be enforced in any court of competent jurisdiction. The arbitrator shall have the authority to award all costs, expenses, and reasonable legal fees to the victorious party in the arbitration or as otherwise determined by the arbitrator.

Please print a copy of this Agreement for your records.