Terms of Use

Last updated: December 4, 2020

1. Introduction.

Welcome to the Assessment of Religious Knowledge (“we”, “us”, “our” or “ARK”) Test Platform (“Service”). Using our breakthrough and proprietary technology, the Service provides participating Catholic dioceses, parishes, and schools with a meaningful, comprehensive, and multifaceted academic assessment of their students and faculty.  More specifically, the Service uses student and faculty responses to the Service’s proprietary ARK test (which may be administered digitally or on paper) to calculate and prepare reports on, among other things, the school or parish’s overall level of educational excellence, and how each student within the school or parish is progressing in his or her knowledge and understanding of the Catholic Faith from year to year.  

The use of the Service by a participating Catholic diocese, parish or school (“you”, “your” or “Client”) is pursuant to an order form that permits Client to use the Service (“Order”), subject to the terms of the order, including Pricing Terms (defined in section 9 below). The use of the Service by Client’s students, administrators, teachers, catechists, staff, and any other persons permitted to use the Service by the Client (collectively, “Authorized Users”) is subject to the terms and conditions contained in these Terms of Use and the terms set forth in any related Order (collectively, the “Terms”). Please read the Terms carefully before you or your Authorized Users begin using the Service. The Terms are legally binding and by clicking the “I Agree” button, or by otherwise using or registering an account for the Service, you accept these Terms. If you do not agree with any of the Terms, you are not permitted to access or use the Service. 

We may amend the Terms by posting the amended versions within the Service and/or on our website.  You agree that the foregoing will constitute sufficient and effective notice. By using the Service more than 30 days after we post an amended version of the Terms, you confirm your acceptance of the Terms as amended. If you do not agree with any of the changes, you must immediately stop using the Service, and your license to use the Service will immediately terminate.

IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT REQUIRES YOU TO RESOLVE DISPUTES WITH ARK ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION, AND NOT BY A JURY TRIAL. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

2. DISPUTE RESOLUTION; ARBITRATION AGREEMENT; CLASS ACTION AND JURY TRIAL WAIVER. 

BY AGREEING TO THE TERMS, YOU AGREE THAT YOU ARE REQUIRED TO RESOLVE ANY CLAIM THAT YOU MAY HAVE AGAINST ARK ON AN INDIVIDUAL BASIS IN ARBITRATION, AS SET FORTH IN THIS SECTION. THIS WILL PRECLUDE YOU FROM BRINGING ANY CLASS, JOINT, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION AGAINST ARK, AND WILL ALSO PRECLUDE YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE CLASS, JOINT, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION BROUGHT AGAINST ARK BY SOMEONE ELSE.

Most disputes that arise out of the use of the Service can be resolved quickly, informally, and with mutual satisfaction by reaching out to us at info@arktest.org.

If any dispute remains unresolved after that process, however, you and ARK agree to have all disputes resolved by arbitration, which shall be final and binding on both parties, except disputes (i) that may be brought in an individual action in small claims court, or (ii) that relate to the ownership or enforcement of intellectual property rights. In addition, you and ARK each retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. In any such case, your waiver of the right to a jury trial and the class action waiver set forth in this Agreement shall continue to apply.

“Dispute” includes any dispute, action, or other controversy, whether based on past, present, or future events, between you and ARK concerning the Service or Terms, whether in contract, tort, warranty, statute, regulation, or other legal or equitable basis. You and ARK empower the Arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of these terms or the formation of this contract, including the arbitrability of any dispute and any claim that all or any part of the Terms are void or voidable.

CLASS ACTION AND JURY TRIAL WAIVERS. BY ENTERING INTO THE TERMS, YOU AND ARK EACH EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY. ADDITIONALLY, YOU AND ARK AGREE THAT EACH MAY ONLY BRING CLAIMS AGAINST THE OTHER IN AN INDIVIDUAL CAPACITY AND THAT THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED IN ANY PURPORTED CLASS, JOINT, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR ON BEHALF OF THE GENERAL PUBLIC, OTHER USERS, OR ANY OTHER PERSONS. As such, you and ARK acknowledge and agree that each waives any right to participation as a plaintiff or a class member in a class action litigation or arbitration, or in any other collective or consolidated action, with respect to these terms. Neither you nor ARK may be a representative of any other potential claimants or class of potential claimants in any such dispute, nor may two or more participants’ disputes be consolidated or otherwise determined in one proceeding. This will also preclude you and ARK from participating in or recovering relief under any current or future class, joint, collective, representative, or consolidated action brought by someone else.

  1. Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (“AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.
    Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of New Hampshire.
  2. Initiating Arbitration. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration – Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879.) The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of New Hampshire, and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the proposed list of arbitrators by the AAA, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.
  3. Location and Procedures. If the claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and ARK submit to the Arbitrator, unless you request a hearing and the Arbitrator determines that a hearing is necessary. If the claim exceeds $10,000, arbitration may be conducted in person, through the submission of documents, by phone, or online, and your right to a hearing will be determined by the AAA Rules. Proceedings that cannot be conducted through the submission of documents, by phone, or online, will take place in Hillsborough County, New Hampshire or in another jurisdiction to which you and ARK agree in writing; provided, however, that if circumstances prevent you from traveling to New Hampshire, the AAA may hold an in-person hearing in the state where you reside. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
  4. Arbitrator’s Decision. The Arbitrator will render a written award within the time frame specified in the AAA Rules and shall provide a written decision with a statement of reasons if requested by either party. The Arbitrator may award declaratory or injunctive relief, but only in favor of the individual claimant, but only to the extent necessary to provide relief warranted by the claimant’s individual claim. The Arbitrator shall not have authority to entertain any claim on behalf of a person who is not a named party, nor shall the Arbitrator have authority to make any award for the benefit of, or against, any person who is not a named party. The Arbitrator’s decision shall be final and binding on all parties. The Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. 
    You and ARK agree to submit to the exclusive jurisdiction of the state courts located in Hillsborough County, New Hampshire or the federal courts located in Merrimack County, New Hampshire in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
  5. Fees. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. ARK will reimburse those fees for claims totaling less than $10,000 unless the Arbitrator determines the claims are frivolous or brought for an improper purpose (based on the standards set forth in Federal Rule of Civil Procedure 11(b)). Likewise, ARK will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous or brought for an improper purpose (based on the standards set forth in Federal Rule of Civil Procedure 11(b)). The right to recover attorneys’ fees and expenses set forth in the Terms supplements any right to attorneys’ fees and expenses you may have under applicable law. You may not, however, recover duplicative awards of attorneys’ fees or costs.
  6. Severability. If any part of this Arbitration Agreement, other than the class action waiver, is deemed or found to be unenforceable for any reason, the remainder shall be enforceable. The class action waiver is non-severable and if it is deemed or found to be unenforceable for any reason, the whole Arbitration Agreement shall be null and void.

3. Disputes Between Client and Authorized Users of the ARK Test. 

You are solely responsible for your interactions with Authorized Users, and parents of student Authorized Users with regard to your participation in the Service. ARK reserves the right, but has no obligation, to become involved in any way with disputes between you and your Authorized Users or parents of student Authorized Users. 

4. Privacy. 

We are committed to transparency about ARK’s privacy practices.  You can find the Privacy Policy applicable to the Service, which is incorporated into the Terms by reference, here: https://arktest.org/privacy-policy/.

5. Your Responsibilities.

You agree that it is your sole responsibility to obtain and maintain any required consents necessary for your Authorized Users to participate in the Service, and to otherwise interact with, and respond to requests from, parents and guardians of your student Authorized Users.  

In order to use the Service, you must create an account with ARK, and must create individual accounts for each Authorized User.  You are responsible for the information you provide to create the accounts. You acknowledge and agree that in order for the Service to produce complete and accurate reports, you must provide us with complete and accurate information when creating the accounts; if you provide us with incomplete and/or inaccurate information, the quality of the reports produced by the Service may suffer. 

You agree that you are responsible for the passwords for the accounts, and for any use of the accounts, authorized or unauthorized. If you become aware of any unauthorized use of a password or an account, you agree to notify ARK as promptly as possible. 

You agree that you are responsible for ensuring that your Authorized Users are aware of these Terms and comply with them.  Any breach of these Terms by an Authorized User, including without limitation a breach of Section 6, shall be deemed a breach by you.  

You are responsible for making all arrangements necessary for you to have access to the Service, including, where applicable, access to an internet connection.  

Whether administering the Service’s ARK test digitally within the Service or on paper, you agree that your administration of the ARK test will take place within ARK’s testing window dates, which are determined solely by us and will be provided to you in advance (“Testing Window”).  You agree to provide us with the minimum number of students who will participate in the ARK test no later than sixty (60) days prior to the Testing Window, unless otherwise specified in the Order.  

If you elect to administer the ARK test on paper, rather than digitally, we will provide the test material to you, in the format specified in the Order, prior to the Testing Window.  You acknowledge that you are responsible for proctoring the ARK test, including, for example, communicating to the students how to properly indicate a response to a test question on the answer sheet.  You acknowledge that you are responsible for the timely return of students’ completed answer sheets to us, to be postmarked (or scanned and emailed, if submitting answer sheets digitally) no later than three (3) days after your administration of the ARK test, so that we may enter student and faculty responses into the Service for scoring and reporting purposes. In addition, you agree to return to ARK all paper copies of the ARK test (and any other associated test materials) to us, to be postmarked no later than three (3) days after your administration of the ARK test.  

6. Acceptable Use. 

Our goal is to create a respectful, positive, and safe environment for ARK’s community of participating dioceses, parishes, and schools, and their authorized users.  In order to promote this goal, we prohibit certain kinds of conduct with respect to the Service.  We reserve the right to determine whether certain conduct violates these Terms, and to take action as we deem appropriate.  You and your Authorized Users, may use the Service only for lawful purposes and in accordance with these Terms, and you agree that neither you, nor your Authorized Users, will use the Service:

  • in any way that violates any applicable federal, state, local or international law or regulation (including without limitation any laws regarding the export of data or software to and from the United States or other countries); 
  • to knowingly send or upload false, inaccurate, misleading, libelous, defamatory, obscene, threatening, invasive, abusive, illegal, or otherwise objectionable communications;
  • to impersonate or attempt to impersonate any person or entity (including without limitation by using such person’s or entity’s identifiable information);
  • for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way;
  • to transmit, or procure the sending of, any advertising or promotional material, including any “junk email,” “chain letter,” “spam,” or any other similar solicitation; 
  • to violate, infringe, or misappropriate other people’s intellectual property, privacy, publicity, or other legal rights; or
  • to engage in any other conduct that restricts or inhibits anyone’s or any other participant’s use of the Service, or which, as determined by us, may harm ARK or another participant of the Service or expose them to liability.

Additionally, you agree not to:

  • use the Service in any manner that could disable, overburden, damage, or impair the site or interfere with any other participant’suse of the Service; 
  • use any robot, spider or other automatic device, process or means to access the Service for any purpose, including monitoring or copying any of the material on the Service; 
  • use any manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose without our prior written consent; 
  • use any device, software or routine that interferes with the proper working of the Service;
  • introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
  • attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer or database connected to the Service;
  • attack the Service via a denial-of-service attack or a distributed denial-of-service attack; or 
  • otherwise attempt to interfere with the proper working of the Service.

7. Ownership.  

The Service and all rights, title and interest therein, including all associated trademarks, copyrights, trade secrets, and other intellectual property rights related thereto, are and shall remain the sole and exclusive property of ARK.This includes without limitation the Service’s test questions and answers, and the selection, compilation, collection, arrangement and assembly thereof (whether in hard copy or digital format), all user interfaces, materials displayed or performed on the Service, such as text, graphics, articles, photographs, images, illustrations and the design, structure, sequence and “look and feel” of the Service (collectively, “Protected Material”).  Except for the limited license granted below, neither these Terms nor your use of the Service convey or grant to you any rights in or related to the Service or any right to use or reference Protected Material without our express written permission.  Except as otherwise required by applicable law, any use, reproduction, distribution, modification, retransmission or publication of any Protected Material is strictly prohibited without the express written consent of ARK.  All rights not expressly granted herein are reserved by ARK.   

8. License. 

Subject to your acceptance of the Terms and your continued compliance with the Terms, we grant you a limited, non-transferable, non-exclusive license to access and use the Service during the term solely for the purpose of assessing the academic performance of your Authorized Users and your school or parish as a whole. You may not copy, display, seek to disable, distribute, perform, publish, modify, transfer, create works from, sell, lease, use or provide access to the Service or any component of it, except as expressly authorized by us. 

9. Pricing and Payment.

  1. Pricing. The pricing for the Service is set forth in the Order, and may, where indicated, require compliance with additional terms, including, for example, the length of term and minimum participation rates (“Pricing Terms”).  We reserve the right to audit Client’s use of the Service for compliance with the applicable Pricing Terms.  Upon our request, Client shall provide documentation that sufficiently demonstrates Client’s compliance with the applicable Pricing Terms.  If we determine, in our sole discretion, that you have not complied with the applicable Pricing Terms (or have not provided us with sufficient documentation to demonstrate your compliance with such Pricing Terms), we will provide you with written notification of such determination, and will invoice you for, and you will pay, the difference between the pricing set forth in the Order and the pricing associated with your actual use of the Services.  For example, if the Pricing Terms require Client’s participation for a multi-year term, and you terminate these Terms pursuant to Section 16(a) prior to the expiration of the multi-year term, we will invoice you for, and you will pay, the difference between the multi-year term pricing set forth in the Order and the pricing associated with your actual term of participation.  
  2. Payment. You agree to pay us for the Services in accordance with the terms set forth in the Order and, if applicable, as determined by us pursuant to Section 9(a) above.  Invoices are due and payable upon receipt, unless otherwise stated in the applicable Order or invoice.   

10. Reliance on Information Posted.  

The information presented within or through the Service is made available solely for the purposes set forth in the “Introduction” section of these Terms of Use and as set forth in the Order. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any Authorized User of the Service, or by anyone who may be informed of any of the information contained therein. 

11. Modifications.

We may make commercially reasonable updates to the Service from time to time. If we make a material change to the Service, we will inform you about such change.  Additionally,we may: (i) make new applications, tools, features or functionality available from time to time through the Service and (ii) add new services to the “Service” definition from time to time, the use of which may be contingent upon your agreement to additional terms.

12. Links from the Service. 

If the Service contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked from the Service, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

13. User-Generated Content.

To the extent that any content generated through your Authorized Users’ use of the Service (“User-Generated Content” or “UGC”) gives rise to any copyright interest, you hereby grant ARK an exclusive, perpetual, irrevocable, fully transferable and sub-licensable worldwide right and license to use your UGC in any way and for any purpose in connection with the Service and related goods and services, and to distribute your UGC without any further notice or compensation to you of any kind for the whole duration of protection granted to intellectual property rights by applicable laws and international conventions. You hereby waive any moral rights of paternity, publication, reputation, or attribution with respect to ARK’s and other users’ use and enjoyment of such assets in connection with the Service and related goods and services under applicable law.  The foregoing license grant to ARK, and the above waiver of any applicable moral rights, survives any termination of this license.

14. Geographic Restrictions. 

ARK is based in the State of New Hampshire in the United States. We make no claims that the Service or any of its content is accessible or appropriate outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

15. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.

YOU ACKNOWLEDGE THAT YOUR USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAINING OF CONTENT, MATERIALS, SOFTWARE, OR DATA THROUGH THE SERVICE (INCLUDING THROUGH ANY APIs) IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS THEREFROM. YOU ACKNOWLEDGE AND UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THROUGH THE SERVICE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO OUR SERVICE FOR ANY RECONSTRUCTION OF ANY LOST DATA. ARK WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE, OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

THE SERVICE, AND ALL DATA, INFORMATION, SOFTWARE AND OTHER MATERIALS (DIGITAL OR PRINTED), CONTENT, REFERENCE SITES, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE, IS PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS, WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.  ARK DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE OF A CERTAIN QUALITY OR SUITABILITY, OR WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ARK WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER SIMILAR DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ARK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ARK’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE TERMS OR YOUR USE OF THE SERVICE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU TO ARK DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. 

TO THE EXTENT THAT ARK MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY WARRANTY OR LIMIT ITS LIABILITY AS SET FORTH HEREIN, THE SCOPE OF SUCH WARRANTY AND THE EXTENT OF ARK’S LIABILITY WILL BE THE MINIMUM REQUIRED UNDER SUCH APPLICABLE LAW.  

16. Indemnification.  

You agree to indemnify, defend, save, and hold ARK, its sister apostolates, officers, directors, contractors, employees, agents, and partners (collectively, “ARK Entity”) harmless from and against any and all claims, losses, damages, and liabilities, including legal fees and expenses, arising out of or relating to: (i) your use, and your Authorized Users’ use, of the Service; or (ii) any breach or violation of these terms.  You are solely responsible for defending any claim against an ARK Entity, subject to such ARK Entity’s right to participate with counsel of its own choosing, at its own expense, and you are solely responsible for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from all claims against an ARK Entity, provided that you will not agree to any settlement that imposes any obligation or liability on an ARK Entity without its prior express written consent.  If we assume the defense of any claim, you agree to cooperate with our defense of such claims.

17. Miscellaneous.

  1. Term and Termination.  The term of the license to use the Service provided herein is as set forth in the Order.  We reserve the right to condition your license to access and use the Service on your compliance, and your Authorized Users’ compliance, with these Terms, including your compliance with Section 9 (Pricing and Payment).  We also reserve the right to terminate your license to access and use the Service, at our sole discretion, upon 60 days’ advance written notice to you, in which case we will return to you any unused portion of fees you paid in advance.  You may terminate these Terms by discontinuing your use of the Service and providing us notice pursuant to Section 16(h) of these Terms.  Notwithstanding any such termination under this Section 16(a), Sections 2, 7, 9, 12, 14, 15, 16, and such other provisions that by their nature are intended to survive termination, shall survive the termination of these Terms, and you will continue to be liable for all your activities during the time you used the Service.
  2. Severability. You and ARK agree that if any portion of these Terms is found unlawful or unenforceable, in whole or in part, that provision will be ineffective only to the extent of such finding and as to such jurisdiction, without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of these Terms, which will be enforced to the fullest extent of applicable law.
  3. Choice of Law; Venue.  You and ARK agree that these Terms and any dispute of any nature that might arise between you and ARK will be governed by and construed in accordance with the laws of the state of New Hampshire, without giving effect to its conflict or choice of laws principles. You and ARK agree that any action at law or in equity that is not subject to the arbitration clause in Section 2 above shall be filed, and that venue properly lies, only in the state courts located in Hillsborough County, New Hampshire or the federal courts located in Merrimack County, New Hampshire, United States of America, and you and ARK expressly consent and submit to the exclusive and personal jurisdiction of such courts for the purposes of litigating such action. 
  4. Assignment.  You may not assign any of the rights or obligations you have under these Terms without our prior written approval.  Any such assignment without our prior written approval is ineffective and in violation of these Terms.
  5. Entire Agreement.  The Terms are the entire agreement between you and ARK.  They supersede all prior and/or contemporaneous understandings, regardless of the medium (oral, written, or electronic) and practice (custom, policy, course of business, precedent) by which such understandings were communicated. For the avoidance of doubt, any contrary terms in any request for quotation, purchase order or other like form issued by Client are hereby expressly rejected and/or superseded by these Terms.
  6. No Waiver.  Our failure to enforce any right or provision in these Terms shall not constitute a waiver or relinquishment of such right or provision unless acknowledged and agreed to by us in writing.
  7. Notices to ARK.  All notices given by you or required from you under these Terms must be in writing and addressed to us at the address set forth below in the Contact Information section. Any notices that you provide that do not comply with this subsection will have no legal effect.
  8. Contact Information.  If you have questions, complaints, or claims with respect to the Terms, please direct such communications to:
Contact

Email address: info@arktest.org
Phone number: (888) 985-1324

Mailing address:
Assessment of Religious Knowledge
PO Box 5284
Manchester, NH 03108

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