NASAA Exam Data Website Terms of Use

These Terms of Use govern access to and use of the Website and Exam Data. By clicking ACCEPT & CONTINUE, I certify that I have read and understand all of the NASAA Exam Data Website Terms of Use and intend to form a binding agreement with NASAA on those terms without modification or amendment. If I am accepting the Agreement (as defined below) on behalf of a Jurisdiction, I certify that I have the authority of that Jurisdiction to enter into the Agreement.

These Terms of Use constitute an agreement between the North American Securities Administrators Association, Inc. (“NASAA”) and each jurisdiction (“Jurisdiction”) that has executed a non-electronic version of terms of use governing the use of the Website (as defined below) (the “Non-Electronic Website Terms of Use”), which is hereby incorporated herein by reference, or that assents to these Terms of Use by clicking accept.

In addition, these Terms of Use constitute an agreement between NASAA and each individual (each, a “State User”) who accesses the applications, data, content or services available on or through the Exam Data website (the “Website”) which is operated by NASAA and is accessible via a link from the CRD System (the “Website Access Link”).

NASAA, itself or through its third-party agents, offers through the Website certain data (“Exam Data”) pertaining to NASAA-owned exams taken by certain individuals (each, a “Candidate”) to state securities regulators that are NASAA members in good standing.

Every access to, or other use of, the Exam Data or the Website generally, indicates Jurisdiction’s and State User’s acceptance of and agreement to be bound by these Terms of Use and such other additional or different terms, conditions, rules or policies that are posted on, or to which Jurisdiction or State User may be directed in connection with, the Website, as the same may be modified by NASAA from time to time (collectively the “Agreement”).

For the avoidance of doubt, the FINRA Entitlement Program Agreement and Terms of Use that are applicable to the use of the CRD System do not govern the access to, or other use of, the Exam Data or the Website generally.

NASAA reserves the right to modify any of the terms of the Agreement, including these Terms of Use, from time to time at its sole discretion and will provide notice of material changes thereto either at the Website Access Link or via written notice to the Jurisdiction’s contact person (as designated in the Non-Electronic Website Terms of Use), who in turn shall have the obligation to notify all State Users associated with that Jurisdiction. Jurisdiction and State User should periodically check the Terms of Use link available on the Website Access Link to view the then-current applicable Terms of Use.  The Agreement may not be altered or amended orally. Only NASAA has the right to alter or amend the Agreement and such alteration or amendment shall only be in writing.

1 Additional Definitions.

1.1 “Applicable Law” means all laws, directives, regulations and rules promulgated by any governmental or regulatory body and all orders of courts of competent jurisdiction that are applicable in any given instance.

1.2 “Authorized User” means an employee or contracted agent of Jurisdiction who is authorized by Jurisdiction to access and use the Website and Exam Data solely on behalf of Jurisdiction.

1.3 “CRD System” means FINRA’s Central Registration Depository system.

1.4 “FINRA” means Financial Industry Regulatory Authority, Inc.

1.5 “Website Content” means all information, text, images, data, links, graphics, software, tools, functionality, services or other material accessible through the Website, but excluding Exam Data.

2 Access to Website.

2.1 Access by Authorized Users. Jurisdiction shall not allow use of the Website or Exam Data by any individual other than Authorized Users and shall use commercially reasonable efforts to ensure that only Authorized Users access and use the Website and Exam Data. Jurisdiction and its Authorized Users shall have access to the Website only via the Website Access Link. Jurisdiction and State User must therefore obtain authorization and login credentials from FINRA to access to the CRD System, and the Website Access Link thereon, in order to access the  website. NASAA is not responsible for providing the same to Jurisdiction or to State User. NASAA shall have no responsibility or Liabilities for the unavailability of either the CRD System or the Website Access Link, or for any other inability of Jurisdiction or State User to access the CRD System or the Website Access Link, in each case for any reason.

2.2 Termination of Access. Jurisdiction shall be responsible for terminating access to the Website (via termination of access to the CRD System and Website Access Link) for any individual as reasonably required to protect against unauthorized access to and use of the Website and Exam Data and otherwise to comply with the Agreement. Without limiting the generality of the foregoing, Jurisdiction shall immediately terminate access to the Website (via termination of access to the CRD System) for any individual: (i) upon termination of such individual’s employment or agency with Jurisdiction, (ii) in the event Jurisdiction becomes aware of any unauthorized use of such individual’s CRD System login credentials or has other reason to believe the security of such login credentials has been breached (for example, a password has been lost or stolen), or (iii) in the event Jurisdiction becomes aware of or has reason to believe the Website or Exam Data has been or is being misused by such individual.

2.3 Responsibility for Authorized Users. Jurisdiction shall use commercially reasonable efforts to ensure that all Authorized Users comply with the terms and conditions of the Agreement regarding the use of the Website and Exam Data and shall be responsible for any failure by the Authorized Users to do so.

2.4 State User Obligations. State User represents that he or she is an Authorized User of a particular Jurisdiction and further agrees that he or she shall remain an Authorized User of such Jurisdiction at all times during the Term of the Agreement. Where the Agreement references “State User” in conjunction with “Jurisdiction,” “Jurisdiction” shall mean the applicable Jurisdiction for which the State User is an Authorized Person. State User shall use commercially reasonable efforts to ensure the protection of the CRD System login credentials registered to him or her from unauthorized use. State User shall notify the Jurisdiction of which he or she is an Authorized User immediately if he or she becomes aware of the loss, theft, or unauthorized use of his or her CRD System login credentials.

2.5 No NASAA Liability. Neither NASAA nor its agents, including FINRA, shall be liable to Jurisdiction or to any third party for any Liabilities resulting from any failure by Jurisdiction or Authorized Users to safeguard CRD System login credentials or failure by Jurisdiction to terminate access to the Website (via terminating access to the CRD System) for any individual login credentials pursuant to Section 2.2.

3 Certain Obligations of Jurisdiction and State User.

3.1 NASAA Membership. Jurisdiction represents that it is a member in good standing of NASAA and further agrees that it shall remain a member in good standing of NASAA at all times during the Term of the Agreement.

3.2 Assistance with Error Resolution. Jurisdiction shall provide such reasonable assistance to NASAA and its agents as NASAA may request in connection with resolving: any Website or Exam Data error identified by Jurisdiction or its Authorized Users, regardless of by whom it is identified, such assistance to include: full completion of an error report, the supply of relevant output listings, and telephone advice to NASAA or its agents to assist in reproducing the error.

3.3 System Configuration Requirements. Jurisdiction and State User acknowledge that access to and use of the Website and Exam Data is conditioned upon having internet access and software and hardware meeting certain requirements. Jurisdiction and State User acknowledge that Jurisdiction shall be responsible for meeting such requirements, and for obtaining and maintaining all internet access, hardware and other equipment needed for access to and use of the Website, in each case as the same may change from time to time, for its Authorized Users at its own expense.

4 Grant of License Rights to Jurisdiction.

4.1 License to Use the Website. Subject to compliance with the terms and conditions of the Agreement, NASAA hereby grants to Jurisdiction a non-exclusive, nontransferable license during the Term of the Agreement to access and use, and to permit its Authorized Users to access and use, the Website, which shall include the right to download, copy and print Exam Data made available for download (if any) via the Website, in all cases the Website and such Exam Data to be used solely for lawful purposes and otherwise in accordance with the terms and conditions of the Agreement, including Section 5. Jurisdiction shall have no right to grant sublicenses or similar commercial rights under the foregoing license. State User’s sole right to access and use the Website, including any right to download, copy or print Exam Data or other content thereon, shall be solely in his or her capacity as an Authorized User of a Jurisdiction, acting on behalf of such Jurisdiction. Except as otherwise expressly permitted by Applicable Law or by the Agreement, no copying, redistribution, retransmission, publication or commercial exploitation
of downloaded data or other content from the Website (including Exam Data) will be permitted without the express written permission of NASAA and, if applicable, the owner of any exclusive proprietary rights in such data or other content. Jurisdiction and State User each acknowledge that they do not acquire any ownership rights by downloading data or other content (including Exam Data) from the Website.

4.2 Modifications by NASAA. NASAA reserves the right at any time and from time to time, in its sole discretion, to change the hours of availability of the Website and to make changes to the Website, including the right to remove or discontinue, temporarily or permanently, the Website Content and Exam Data, or any portions or functionality thereof, without obligation to provide any notice of such changes to Jurisdiction or State User.

4.3 No Other Rights Granted. NASAA or its third-party licensors own all copyrights in and to all Website Content. Jurisdiction and State User may use the Website only to the extent expressly authorized or licensed under the Agreement. All other rights with respect to the Website Content and the Website generally (and any reproductions or derivative works of the foregoing), whether now existing or that may hereafter come into existence, are reserved for NASAA or its third-party licensors, as applicable.

Without limiting the generality of the foregoing, Jurisdiction and State User shall not engage in, participate in or knowingly permit any other use of the Website Content or Website, including the resale, rental or distribution of the Website Content or Website to any third party, or the modification or translation of, or creation of derivative works based on, any part of the Website Content or Website. In particular, without limiting the foregoing, neither Jurisdiction nor State User shall engage in, participate in or knowingly permit (a) any disassembly, decompilation or other reverse engineering of any part of any software contained within the Website Content or Website or the functions or operations thereof, or any other attempt to derive the source code thereof or (b) the removal or alteration of any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Website Content or Website.

5 Exam Data.

5.1 Ownership of Exam Data. As between Jurisdiction and NASAA, NASAA shall own the Exam Data in whatever form or format and any information obtained by NASAA or its agents through the analysis of the Exam Data, including all demographic, psychographic, behavioral and financial data.

5.2 Access to Exam Data. In its provision of the Website hereunder, NASAA shall make certain Exam Data accessible to Jurisdiction. For the avoidance of doubt, NASAA shall not be obligated to provide Exam Data to Jurisdiction other than
via the Website or as may otherwise be required by Applicable Law.

5.3 Jurisdiction and State User Use of Exam Data. Jurisdiction and State User shall use the Exam Data provided by NASAA hereunder for the sole purpose of performing Jurisdiction’s regulatory oversight functions in accordance with Applicable Law and may, subject to Section 5.4, disclose such Exam Data only to the extent required by Applicable Law.

5.4 Confidential Treatment of Non-Public Exam Data. NASAA expressly requests confidential treatment of any non-public information accessed or downloaded by Jurisdiction or State User via the Website, including any non-public Exam Data. In the event that Jurisdiction receives any request under Applicable Law for access to such non-public information, Jurisdiction shall assert all available legal exemptions and privileges and otherwise use commercially reasonable efforts to ensure that access to such non-public information by any third party will be denied.

5.5 No Liabilities. Neither NASAA nor its agents, including FINRA, shall be liable to Jurisdiction, State User or any third party for any Liabilities resulting from the use of, including any disclosure of, the Exam Data by Jurisdiction or by State User.

6 [Intentionally Omitted].

7 Feedback.

Jurisdiction and State User are not obligated to provide NASAA with any ideas, suggestions or proposals regarding the Website (“Feedback”); provided, however, that to the extent Jurisdiction or State User do provide NASAA or its agents with such Feedback, Jurisdiction on behalf of the applicable submitting Authorized User and/or State User, as applicable, hereby grants NASAA a royalty-free, perpetual, irrevocable, non-exclusive, unlimited right and license to use, reproduce, modify, display, perform and distribute such Feedback (in whole or in part) worldwide.

8 User Conduct; Security.

8.1 User Conduct. Neither Jurisdiction nor State User shall, nor shall permit others (including in Jurisdiction’s case, Authorized Users) to, use the Website for any unlawful purpose.

8.2 Security. Jurisdiction and State User will not, and will not permit others (including in Jurisdiction’s case, Authorized Users) to, violate or attempt to violate the security of the Website. Without limiting the generality of the foregoing, Jurisdiction and State User will not, and will not permit others (including in Jurisdiction’s case, Authorized Users) to, do or attempt to do any of the following: (a) access data or other content not intended for their respective use or log into a server or account connected to the Website that it/he/she is not authorized to access; (b) probe, scan or test the vulnerability of any system or network connected to Website or breach Website security or authentication measures without proper authorization; or (c) impair Website or any system or network connected to the Website or interfere with the use of Website by any
other user.

9 [Intentionally Omitted].

10 Disclaimers; Limitations on Liability; Jurisdiction Responsibilities.

10.1 No Reliance. UNDER NO CIRCUMSTANCES WILL NASAA OR ITS AGENTS OR SUPPLIERS, INCLUDING FINRA, BE LIABLE FOR ANY LIABILITIES (AS DEFINED HEREIN) RESULTING FROM JURISDICTION’S OR STATE USER’S RELIANCE ON INFORMATION CONTAINED IN ANY DATA OR CONTENT AVAILABLE ON OR THROUGH THE WEBSITE, INCLUDING THE EXAM DATA. IT SHALL BE THE RESPONSIBILITY OF JURISDICTION OR STATE USER, AS APPLICABLE, TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE, DATA (INCLUDING EXAM DATA) OR OTHER CONTENT ACCESSIBLE THROUGH THE WEBSITE.

10.2 Disclaimers. NASAA AND ITS AGENTS AND SUPPLIERS, INCLUDING FINRA, MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AUTHENTICITY, AVAILABILITY, TIMELINESS OR ACCURACY OF WEBSITE OR THE APPLICATIONS, DATA, CONTENT OR SERVICES AVAILABLE ON OR THROUGH THE WEBSITE (INCLUDING EXAM DATA) AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW (AS DEFINED HEREIN), THE WEBSITE AND ALL SUCH APPLICATIONS, DATA, CONTENT AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NASAA, ON BEHALF OF ITSELF AND ITS AGENTS AND SUPPLIERS, INCLUDING FINRA, HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE WEBSITE AND THE APPLICATIONS, DATA (INCLUDING EXAM DATA), CONTENT AND SERVICES AVAILABLE ON OR THROUGH THE WEBSITE (OR ANY PART THEREOF), INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT NASAA OR ITS AGENTS OR SUPPLIERS KNOW, OR HAVE REASON TO KNOW, OR HAVE BEEN ADVISED OF OR ARE OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), IN ALL CASES, WHETHER SUCH WARRANTIES ARE ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING.

SPECIFICALLY, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NASAA, ON BEHALF OF ITSELF AND ITS AGENTS AND SUPPLIERS, INCLUDING FINRA, DOES NOT REPRESENT OR WARRANT: (a) THAT THE WEBSITE OR THE APPLICATIONS, DATA (INCLUDING EXAM DATA), CONTENT OR SERVICES AVAILABLE ON OR THROUGH THE WEBSITE WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS, (b) THAT DEFECTS, ERRORS OR INACCURACIES IN THE WEBSITE OR THE APPLICATIONS, DATA (INCLUDING EXAM DATA), CONTENT AND SERVICES AVAILABLE ON OR THROUGH THE WEBSITE WILL BE CORRECTED, (c) THAT ANY RESULTS OBTAINED VIA THE USE OF THE WEBSITE OR THE APPLICATIONS, DATA (INCLUDING EXAM DATA), CONTENT OR SERVICES AVAILABLE ON OR THROUGH THE WEBSITE WILL BE ACCURATE, EFFECTIVE OR RELIABLE, OR (d) THAT THE WEBSITE, OR THE SERVERS THAT MAKE THE SAME AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

FURTHER, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NASAA AND ITS AGENTS AND SUPPLIERS, INCLUDING FINRA, MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY, DEPENDABILITY, SECURITY, AUTHENTICITY OR COMPLETENESS OF DATA TRANSMITTED OVER THE INTERNET, AND UNDER NO CIRCUMSTANCES WILL NASAA OR ITS AGENTS OR SUPPLIERS, INCLUDING FINRA, BE LIABLE FOR ANY LIABILITIES (AS DEFINED HEREIN) RESULTING FROM ANY INTRUSION, VIRUS, DISRUPTION, LOSS OF COMMUNICATION, LOSS OR CORRUPTION OF DATA, OR OTHER ERROR OR EVENT CAUSED OR PERMITTED BY OR INTRODUCED THROUGH, THE INTERNET OR JURISDICTION’S OR STATE USER’S SERVERS.

JURISDICTION AND STATE USER EACH ACKNOWLEDGE THAT NETWORK OR SERVER PROBLEMS WITH THE INTERNET MAY PREVENT THEM FROM ACCESSING OR USING THE WEBSITE.

10.3 Limitations on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NASAA, ITS AGENTS OR SUPPLIERS, INCLUDING FINRA, BE LIABLE TO JURISDICTION OR STATE USER (OR TO ANY PERSONS OR ENTITIES WHOSE CLAIMS ARE BASED ON OR DERIVED FROM RIGHTS CLAIMED BY JURISDICTION OR STATE USER) FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF USE, LOSS OF DATA (INCLUDING EXAM DATA), LOSS OF PROFITS, LOSS OF BUSINESS, INTERRUPTION OF BUSINESS OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THE AGREEMENT, INCLUDING (i) THE USE OF OR INABILITY TO USE, (ii) THE PERFORMANCE OR NON-PERFORMANCE OF, (iii) THE UNAUTHORIZED ACCESS TO, THEFT, LOSS, OR ALTERATION OF, OR (iv) THE SUITABILITY, RELIABILITY, AUTHENTICITY, AVAILABILITY, TIMELINESS OR ACCURACY OF, THE WEBSITE, INCLUDING THE APPLICATIONS, DATA, CONTENT AND SERVICES AVAILABLE ON OR THROUGH THE WEBSITE (INCLUDING THE EXAM DATA), WHATEVER WAY THEY MAY ARISE, WHETHER IN WARRANTY, STRICT LIABILITY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF NASAA OR ITS AGENTS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.4 Exceptions to Limitations under Applicable Law. Because some states/jurisdictions do not allow certain limitations of implied warranties or exclusion or limitation of liability for certain damages, some or all of the above limitations, disclaimers and exclusions set forth in this Section 10 may not apply under Applicable Law.

10.5 Sole and Exclusive Remedy. IF JURISDICTION OR STATE USER IS DISSATISFIED WITH ANY PORTION OF WEBSITE, OR WITH ANY OF THE TERMS OF THE AGREEMENT, ITS/HIS/HER SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE THE AGREEMENT IN ACCORDANCE WITH SECTION 12.

10.6 Third Party Services and Websites. The Website may link to other websites that are owned or operated by third parties (“Third Party Sites”). NASAA does not have any control over or responsibility for the content, terms of use, quality, completeness, accuracy, nature, practices or policies of the Third Party Sites and is not responsible or liable for any content, advertising, products, services or other materials on or available from the Third Party Sites (“Third Party Services”). Jurisdiction and State User each agree that access to and use of the Third Party Sites and Third Party Services by it/him/her or, in Jurisdiction’s case by its Authorized Users, shall be at its/his/her own risk and neither NASAA nor its agents shall be liable for any Liabilities incurred or alleged to be incurred by or in connection with the use of or reliance on any such Third Party Sites or Third Party Services by Jurisdiction and its Authorized Users or by State User.

10.7 Jurisdiction Responsibilities. Without limiting the generality of the exclusions set forth in this Section 10, and except as provided otherwise in the Agreement, Jurisdiction shall be exclusively responsible as between the parties for, and NASAA makes no representation or warranty with respect to: (a) determining whether the Website will achieve the results desired by Jurisdiction; or (b) training its Authorized Users in the use of the Website.

11 Indemnification.

Jurisdiction is solely responsible for and shall defend, indemnify and hold harmless NASAA and its employees, representatives, agents (including FINRA) and directors, and the respective successors and assigns of any of the foregoing (“NASAA Indemnitees”), from and against any and all losses, demands, liabilities, costs or expenses (including reasonable attorneys’ fees and expenses) (“Liabilities”) arising out of or related to any claim, action or proceeding brought against any NASAA Indemnitee by any third party and resulting from, or alleged to result from, Jurisdiction’s use (including that of its Authorized Users) of the Website which, without limiting the generality of the foregoing, shall include any claim, action or proceeding resulting from, or alleged to result from: (a) Jurisdiction’s violation (including that of its Authorized Users) of the Agreement; (b) Jurisdiction’s violation (including that of its Authorized Users) of any Applicable Law in connection with the Agreement; or (c) use, including disclosure, by Jurisdiction (including that of its Authorized Users) of the Exam Data, including, for the avoidance of doubt, any Exam Data which is the same as data which Jurisdiction or its Authorized Users have also accessed on the CRD System.

Jurisdiction is not authorized to settle any claim, action or proceeding for which it is indemnifying a NASAA Indemnitee pursuant to this Section 11 without NASAA’s prior approval if such settlement imposes any obligation on or requires any admission by any NASAA Indemnitee. The applicable NASAA Indemnitee may participate in the defense of any claim, action or proceeding for which it is indemnified by Jurisdiction pursuant this Section 11, on an equal footing, through its/his/her own counsel, and at its/his/her own expense. In such case, Jurisdiction will assist and cooperate, as reasonably requested by NASAA, at Jurisdiction’s expense in such NASAA Indemnitee’s co-defense of the applicable claim, action or proceeding.

12 Term and Termination.

12.1 Term. The Agreement will remain in effect until terminated in accordance with Section 12.2 (the “Term”).

12.2 Termination of Agreement with State User.

(a) Jurisdiction may terminate State User’s access to the Website at any time, for any or no reason, by terminating such State User’s access to the CRD System, and the Website Access Link thereon. Upon any such termination of State User’s access to the CRD System, the Agreement with State User shall also terminate.

(b) NASAA may terminate the Agreement with State User at any time in the event that: (i) NASAA determines that State User has breached any provision of the Agreement or (ii) the Agreement between NASAA and the Jurisdiction of which State User is an Authorized User terminates.

12.3 Termination of Agreement with Jurisdiction.

(a) Jurisdiction may terminate the Agreement at any time, for any reason or no reason, upon sixty (60) days written notice to NASAA.

(b) Either Jurisdiction or NASAA shall have the right to terminate the Agreement by giving written notice of termination to the other party, if the other party breaches any material term or condition of the Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same. Without limiting the generality of the foregoing, any failure by Jurisdiction to remain a member in good standing of NASAA shall be deemed a breach of a material term or condition of the Agreement.

(c) NASAA shall have the right to terminate the Agreement at any time upon immediate written notice to Jurisdiction if it is required to do so by Applicable Law (for example, where the provision of the Website to Jurisdiction is, or becomes, unlawful).

(d) NASAA shall have the right to terminate the Agreement at any time upon written notice to Jurisdiction if it elects to discontinue providing the Website generally. If NASAA terminates for this reason, NASAA will use reasonable efforts to notify Jurisdiction at least sixty (60) days prior to the effectiveness of such termination.

12.4 Effects of Termination.

(a) Except as may be expressly provided otherwise herein or agreed in writing by NASAA, the rights granted to Jurisdiction and State User hereunder shall expire automatically upon the termination of the Agreement in accordance with Section 12.2 or 12.3, as applicable, and, in either case, Jurisdiction or State User, as applicable, shall immediately cease all access to and use of the Website.

(b) Simultaneously with any such termination of the Agreement, NASAA shall be entitled, without notice to Jurisdiction or State User, as applicable, to terminate Jurisdiction’s or State User’s, as applicable, access to the Website by disabling his/her/its access thereto, or, if applicable to the reason for termination, by taking down or otherwise disabling the Website generally. In such case, Jurisdiction and its Authorized Users, or State User individually, as applicable, shall have no further access to the Website or to any information contained therein. For the avoidance of doubt, unless and to the extent required by Applicable Law, NASAA shall have no obligation to provide any data or other content from the Website to Jurisdiction or State User, as applicable, after the termination the Agreement. Jurisdiction and State User each agree that NASAA
shall not be liable to it/him/her or to any third party for any Liabilities caused by the termination of the Agreement or the termination of its/his/her access to the Website in accordance herewith.

(c) To the extent any Exam Data has been downloaded or printed by Jurisdiction during the Term of the Agreement, Jurisdiction may retain and continue its use and disclosure of the same after the Term of the Agreement subject to and in accordance with Section 5.3 and Section 5.4.

(d) Termination of the Agreement for any reason shall not release any party hereto from any Liabilities which, at the time of such termination, have already accrued to the other party or which are attributable to a period prior to such termination. Termination of the Agreement, for any reason permitted hereunder, shall be without prejudice to any other rights or remedies of the parties.

12.5 Survival. The provisions of Sections 4.3 (No Other Rights Granted), 5.1 (Ownership of Exam Data), 5.3 (Jurisdiction and State User Use of Exam Data), 5.4 (Confidential Treatment of Non-Public Exam Data), 5.5 (Liabilities), 7 (Feedback), 10 (Disclaimers; Limitations on Liability, Jurisdiction Responsibilities), 11 (Indemnification), 12.4 (Effects of Termination), this 12.5 (Survival) and 13 (Miscellaneous) of the Agreement and the respective obligations of the parties under the Agreement that by their nature or expressly would continue beyond the termination of the Agreement shall survive any termination of the Agreement.

13 Miscellaneous.

13.1 Assignment.
(a) Neither Jurisdiction nor State User may assign or transfer the Agreement or any of its/his/her rights or obligations hereunder without NASAA’s express, prior written consent, which may be withheld by NASAA in its sole discretion. Any attempted assignment or delegation other than as permitted herein shall be null, void, and of no effect. Subject to the foregoing, the Agreement shall be binding upon, and shall inure to the benefit of, Jurisdiction or State User, as applicable, and its/his/her heirs, representatives, successors and assigns.

(b) NASAA shall not shall assign or transfer the Agreement or any of its rights or obligations hereunder without Jurisdiction’s express, prior written consent. Any attempted assignment or delegation other than as permitted herein shall be null, void, and of no effect. Subject to the foregoing, the Agreement shall be binding upon, and shall inure to the benefit of, NASAA and its successors and assigns. For the avoidance of doubt, this Section 13.1 shall not prohibit NASAA’s use of agents and subcontractors in the operation the Website.

13.2 Notice. NASAA may provide Jurisdiction, or to any State User associated with such Jurisdiction, with notice under the Agreement via e-mail sent to the e-mail address of record for the contact person designated in the Non-Electronic Website Terms of Use. Such notice shall be deemed effective when sent.

13.3 Governing Law. The Agreement and the rights and obligations of the parties under the Agreement shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its conflicts of law principles.

13.4 Consent to Jurisdiction and Venue; Waiver of Jury Trial. The parties agree that the federal and “state” courts sitting in the District of Columbia shall have exclusive jurisdiction to resolve any claim or dispute (including all counterclaims and cross-claims) arising from or relating to the Agreement or to use of the Website by Jurisdiction and its Authorized Users, or by State User, as applicable, and no party hereto shall object to or oppose venue or jurisdiction in, and each party hereto hereby irrevocably submits to the exclusive jurisdiction of, such courts for such purpose. Each party hereto expressly waives any right to a jury trial. Notwithstanding the foregoing, NASAA shall have the right to institute judicial proceedings against Jurisdiction or State User in other jurisdictions in order to enforce NASAA’s rights hereunder through specific performance, injunction or similar equitable relief.

13.5 Headings. The section headings used in the Agreement are for reference and convenience only and shall not enter into the interpretation thereof.

13.6 No Waiver. No waiver by any party hereto of any right or remedy hereunder shall be valid unless the same shall be in writing and signed by the party giving such waiver. The failure of any party hereto to enforce its rights under the Agreement at any time for any period shall not be construed as a waiver of such rights. No written waiver shall constitute, or be construed as, a waiver of any other obligation or condition of the Agreement or of any subsequent breach of the Agreement.

13.7 Relationship of the Parties. Jurisdiction and State User each agree that no joint venture, partnership, employment, or agency relationship exists between it/him/her and NASAA as a result of the Agreement or use of the Website.

13.8 Severability. In the event that any provision of the Agreement is held unenforceable by a court or other tribunal of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth in the Agreement.

13.7 Entire Agreement. The Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written or oral, regarding such subject matter. In the event of any conflict between the provisions of these Terms of Use and the provisions of the Non-Electronic Website Terms of Use, the provisions of these Terms of Use shall
prevail.





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