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GMAT™ Score Report Downloader End User License Agreement and Terms of Use

8 September 2017

IMPORTANT NOTICE:  THIS IS A LEGAL AGREEMENT BETWEEN YOU AND GRADUATE MANAGEMENT ADMISSION COUNCIL (“GMAC”), OWNER OF THE GRADUATE MANAGEMENT ADMISSION TEST™ (“GMAT™”) EXAM.  Because you are using the Downloader Tool and Score Report Data on behalf of your institution, please note that such institution is also bound by the GMAT Score Report Terms of Use on the GMAT Score Report Website.  Nevertheless, your use of the Downloader Tool and Score Report Data will be subject to the additional obligations and restrictions set forth in this Agreement. 

READ THIS AGREEMENT BEFORE DOWNLOADING, INSTALLING, OR USING ANY PART OF THE GMAT™ SCORE REPORT DOWNLOADER TOOL AND/OR GMAT™ SCORE REPORT DATA.  GMAC IS WILLING TO LICENSE AND ALLOW THE USE OF THE DOWNLOADER TOOL AND SCORE REPORT DATA ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. BY DOWNLOADING, INSTALLING AND/OR USING THE GMAT DOWNLOADER TOOL AND/OR GMAT SCORE REPORT DATA, YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL AND/OR USE THIS SOFTWARE OR GMAT SCORE REPORT DATA. 

You agree that all agreements, notices, disclosures, and other communications provided to you electronically by GMAC satisfy any legal requirement that such communications be in writing.

1. Definitions

• Agreement: this GMAT Score Report Downloader End User License Agreement and Terms of Use
• Authorized User: an individual whom the GME Program has designated as a “Site Administrator” or “Score Report User” on the GMAT Score Report Website, as shown under the “Manage Users” tab 
• Downloader Tool:  GMAC’s downloadable windows-based GMAT score download application, any updates, current or future add-ins, documentation and content, and all other aspects of the software
• GME Program: the graduate institution and/or scholarship/fellowship program authorized by GMAC to receive and access Score Report Data and who has designated you as an Authorized User
• Licensee:  any Authorized User or Sublicensee
• Personal Information or PI: information relating to an identified or identifiable natural person
• Score Report Data: the GMAT score reports and other information received through the Downloader Tool
• Sublicensee: an employee or contractor of the GME Program who has a need to know Score Report Data to perform services for the GME Program, is subject to nondisclosure obligations, and agrees to terms applicable to the Authorized Users under this Agreement and the Privacy Statement at www.gmac.com/privacy
• you:  the Authorized User

2. Authorized Users; Legally Binding Agreement. You represent and warrant that the GME Program has designated you as an Authorized User, and you have been authorized by the GME Program to download, install, and use the Downloader Tool and to access and use Score Report Data on behalf of the GME Program.
3. Downloader Tool License.  GMAC grants you a nonexclusive, limited, non-transferable, royalty-free, revocable license to download and install the Downloader Tool on an appropriate device owned or controlled by the GME Program and to use the Downloader Tool solely to download Score Report Data on behalf of the GME Program, conditioned on your continued compliance with this Agreement.  Technical specifications for installation can be found on the GMAT Downloader web page at http://www.gmac.com.
4. Score Report Data License and Restrictions.  GMAC grants you a non-exclusive, limited, non-transferable, royalty-free, revocable license to receive, access, and use Score Report Data solely for use by the GME Program and its Licensees and only for purposes of evaluating applicants for the GME Program’s educational, financial aid and/or scholarship and fellowship programs, conditioned on your continued compliance with this Agreement. You shall not use Score Report Data for any other purpose.  GMAC reserves the right to monitor the access and use of the Downloader Tool and Score Report Data.  
5. Restrictions. The Downloader Tool and Score Report Data, and all intellectual property rights therein, are the property of GMAC.  The Downloader Tool and Score Report Data are licensed, not sold, under the terms of this Agreement.  All rights not expressly granted to you are reserved to GMAC.  You shall not, directly or indirectly:
   1. modify, publish, lend, sell, rent, create derivative works from, or alter or remove any copyright, trademark, or other proprietary legend from, the Downloader Tool or Score Report Data;
   2. copy the Downloader Tool;
   3. provide any other person with access to the Downloader Tool or Score Report Data, except that you may provide the Score Report Data to another Licensee; or
   4. decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Downloader Tool or any part thereof (except to the extent any foregoing restriction is prohibited by applicable law).
6. Protection of PI and Other Information. Through the use of the Downloader Tool and access to Score Report Data, you have access to Personal Information (or “PI”) of individuals who have consented to provide their contact information, background and demographic information, program preferences, and GMAT scores to the GME Program. The PI received or accessed in any form is sensitive, confidential, and proprietary information. To protect such PI and the privacy of individuals, you shall comply with all applicable laws and regulations related to PI. Without limiting the obligation to comply with applicable laws and regulations, you agree to download and store the PI and other Score Report Data using procedures that comply with the GME Program’s data security policies and procedures applicable to sensitive data and that, at a minimum, establish reasonable security safeguards to protect such information from unauthorized use, disclosure, and misuse. You must notify GMAC immediately of any unauthorized use, breach, loss, or disclosure of any Score Report Data. 
7. Password Protection. GMAC will supply you with a password to access Score Report Data through the Downloader Tool.  You are responsible for maintaining the security and confidentiality of the password.  You are responsible for all activities that occur under your password or account.  YOU AGREE NOT TO SHARE YOUR PASSWORD WITH ANY OTHER PERSON or to allow any other person to access the Score Report Data using your password.  You must not save your name/password on a workstation or device that may be used by multiple users.  You must immediately notify GMAC at privacy@gmac.com of any unauthorized use of your password or account or any other breach of security relating to the Downloader Tool or Score Report Data.  GMAC reserves the right to require you to change your password for network security reasons.
8. Security. You shall not breach the security of the Downloader Tool, including, without limitation: (a) accessing data not intended for you or logging into an account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of a system or network or to breach a security or authentication measure of the Downloader Tool without proper authorization from GMAC; and (c) using viruses, spamming, flooding, etc. to interfere with the Score Report Website or any GMAC or Pearson VUE user, host, or network.  Due to the nature of the Internet, we cannot be responsible for viruses, worms, Trojan horses or other items of a destructive nature and shall not be liable for any loss or damage, including loss of data, that such items cause. Therefore, it is your responsibility to take precautions against such items.You shall access and use the Downloader Tool and Score Report Data only in compliance with applicable laws and regulations.
9. Compliance with Law and Policies. You shall not use the Score Report Data to discriminate against potential applicants on the basis of race, color, national origin, religion, physical or mental disability, age, sex, or other criteria protected by law; however, nothing in this Agreement shall prevent the GME Program from using Score Report Data in connection with a valid and legal affirmative action program that may take such criteria into account to further permissible institutional goals.  You may not export or re-export the Downloader Tool except as authorized by United States law and the laws of the jurisdiction in which the Downloader Tool was obtained.
10. Information Collection and Use.  You agree to the Privacy Statement at www.gmac.com/privacy. GMAC collects statistics from users who download the Downloader Tool. This information includes, but is not limited to, information about your installation of the Downloader Tool (e.g., installation time, platform, version number, etc.), how you use the application (e.g., event log, error log, usage, etc.), and number of records downloaded. When you log in and use the Downloader Tool, your personal information is shared with GMAC. GMAC may also contact you regarding updates to the Downloader Tool.
11. Feedback and Suggestions.  GMAC welcomes your feedback and suggestions about its products and services.  If you suggest new features or functionality that GMAC incorporates into any product or service, such features or functionality will be the sole and exclusive property of GMAC and you hereby assign such rights to GMAC and waive and release all rights and claims to the same.
12. Termination. This Agreement is effective at the moment you click "I ACCEPT" or you install, access, or use the Downloader Tool or Score Report Data.  It is effective until terminated. GMAC may terminate this Agreement upon written notice posted on www.gmac.com or as explained below.  GMAC may terminate your access to the Score Report Data at any time, with or without notice, if it determines, in its sole discretion, that you have failed to comply with any provision of this Agreement or any other agreement pertaining to the use of GMAC products or services. GMAC may deploy fraud detection software or other means to monitor compliance with these terms. Upon the termination of this Agreement, you shall cease all use of, and de-install, the Downloader Tool.  In addition to the miscellaneous section below, the provisions concerning restrictions using the Score Report Data and Downloader Too, data protection, security, GMAC’s proprietary rights, feedback, disclaimers of warranty, limitation of liability, and governing law will survive the termination of this Agreement for any reason.   
13. Warranty Disclaimer.  THE DOWNLOADER TOOL AND SCORE REPORT DATA ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. GMAC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT AND ANY OTHER IMPLIED WARRANTY UNDER THE UCITA AS ENACTED BY ANY STATE. GMAC DOES NOT WARRANT THAT USE OF THE DOWNLOADER TOOL OR SCORE REPORT WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THEY WILL BE AVAILABLE AT ANY PARTICULAR TIME, THAT THEY WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THEY WILL BE COMPATIBLE WITH THIRD PARTY SOFTWARE OR HARDWARE, OR THAT THE INFORMATION AVAILABLE THROUGH THE DOWNLOADER TOOL IS ACCURATE OR RELIABLE.  
14. Limitation of Liability.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GMAC SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR CORRUPTION OR LOSS OF DATA, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE DOWNLOADER TOOL AND/OR SCORE REPORT DATA, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF GMAC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF GMAC FOR ANY REASON WHATSOEVER RELATED TO USE OF THE DOWNLOADER TOOL AND SCORE REPORT DATA SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO GMAC FOR USE OF THE DOWNLOADER TOOL DURING THE TWELVE-MONTH PERIOD PRECEDING THE DATE UPON WHICH THE CLAIM AROSE.    
15. Governing Law and Legal Proceedings.  This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, excluding its conflict of laws principles.  This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.  Any dispute arising out of or relating to this Agreement, the Downloader Tool, or Score Report Data shall be brought exclusively in a court of competent jurisdiction located in the Commonwealth of Virginia.  
16. Miscellaneous.  This Agreement is personal to you, and you may not assign your rights or obligations to any other person or entity without GMAC’s prior written consent.  Failure by GMAC to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver by GMAC of that or any subsequent failure of performance.  If any provision contained in this Agreement is determined to be unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions contained herein and the unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language.  This Agreement represents the entire agreement between the parties with respect to use of the Downloader Tool and Score Report Data, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and GMAC with respect to the subject matter hereof. This Agreement is not intended to supersede the GMAT Score Report Terms of Use to which the GME Program has agreed. The terms of this Agreement govern all software upgrades/updates provided by GMAC that replace and/or supplement the original Downloader Tool, unless the upgrades or updates are accompanied by their own terms of use.