Terms last updated on April 17, 2023
pValue, Inc. dba Certiverse, a Delaware corporation (the “Company”) reserves the right, in its sole and absolute discretion, to modify, update and/or make changes to these Terms (as may be amended from time to time, the “Terms”) at any time. If the Company makes any material change, we will notify you on your account dashboard or post a notice through the Company’s platform.
When you sign up or are invited to be a Subject Matter Expert on the Company’s platform (a “SME”), you agree to abide by these Terms. These Terms are applicable to users who agree to participate in the Company’s exam development platform, and who participate in developing any exam content, including, but not limited to: Exam Tasks, Exam Blueprint, Item (e.g. questions, answers, and incorrect answers) Development and Item Review, Standard Setting or Applied Research.
As a SME, you will be compensated by the Company where explicitly stated in the Company’s platform. Some exam programs do not compensate SMEs for writing content on the Company’s platform and may provide you with digital badges or other non-monetary compensation. The terms of each exam program’s compensation, if any, shall be on a program-by-program basis. Where the Company has not stated a monetary compensation for work in a program, any non-monetary compensation or products provided by the program to a SME are the responsibility of the platform and not the Company.
Unless an exam program explicitly states there is compensation for work performed, the Company shall have no obligation to compensate any SME for content submitted through the Company’s platform. The Company shall have no liability for a program’s failure to deliver non-monetary compensation to any SME.
SME Obligations
In consideration of my participation as a SME for the Company, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, I hereby agree as follows:
- I will keep confidential any and all information disclosed to me as a result of my participation in any Company program or that I develop, alone or with any third party, during my participation in any Company program (collectively, “Confidential Information”).
- I will treat all Confidential Information as the Company’s sole property and proprietary information and take all steps reasonable and necessary to ensure its confidentiality. I will use Confidential Information only as needed to carry out the purposes of my duties as a SME for the Company. Except for the purposes of carrying out such duties, I will not copy or otherwise duplicate Confidential Information.
- The Company will own all Confidential Information including any and all test material developed, reviewed, or revised by me, related to any programs accessed through the Company’s platform. I agree that no transfer of ownership, nor any license or right, in any Confidential Information is granted to or conferred upon me in this Agreement, by any disclosure of such Confidential Information by the Company or by my participation in a Company program.
- I expressly agree that all content I develop as a SME shall be “work made for hire” as that term is defined in the copyright laws of the United States and any equivalent or similar term under any intellectual property laws under any applicable jurisdictions, and the sole property of the Company. To the extent that any applicable content is determined not to constitute work made for hire, or if any rights in any of the applicable content do not accrue to the Company as a work made for hire, these Terms constitute an assignment (without any further consideration) to the Company of any and all of my respective copyrights and other rights, title and interest in and to all applicable content.
- I hereby transfer or assign to the Company any copyright ownership or right I may have, and, if applicable, give an irrevocable, royalty-free, worldwide, exclusive, sublicensable license to, all current or prior Company program test material, questions, and answers developed, reviewed, or revised by me.
- I will provide any assistance reasonably requested by the Company to obtain United States and foreign letters of patent and copyright registrations covering inventions, original works of authorship, and other works belonging or assigned hereunder to the Company. Upon request, at the Company’s expense for any reasonable out-of-pocket expenses related thereto, I will execute any transfers of ownership of letters patent or assignments of copyrights or other proprietary rights transferred or assigned hereunder (including short-form assignments intended for recording with the U.S. Copyright Office, the U.S. Patent and Trademark Office, or any other entity).
- I agree that only original material, not owned by any other person or subject to any other valid intellectual property right or restriction, will be submitted by me to the Company or used under the Company’s platform. In carrying out my duties as a SME, I will do nothing that will violate or infringe the rights of any other person, and hereby indemnify the Company against any and all claims or liabilities arising out of any claim asserted against the Company for any such infringement related to any content I create as a SME.
Dispute Resolution
Any unresolved dispute or controversy arising from or relating to these Terms shall be finally settled by binding alternative dispute resolution through the platform provided by New Era ADR, Inc. dba IgniteADR (https://igniteadr.com/) (the “Arbitration Platform”) by one professional neutral arbitrator with substantial experience in resolving commercial disputes (a “Neutral”). The Neutral shall be randomly selected from the appropriate list of Neutrals under the Arbitration Platform in accordance with the rules and procedures of the Arbitration Platform. Each party will bear its own costs in respect of any disputes arising under this Agreement; provided, however, that the prevailing party may be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees and all other expenses) incurred in connection therewith, at the Neutral’s discretion. Each party shall pay one-half (1/2) of the Arbitration Platform fees charged in connection with the prosecution of the arbitration. Any challenge to the final award of the Neutral shall be brought in the federal district court for the Northern District of Illinois in Chicago, Illinois.
SME Compensation
The Company will compensate SMEs for eligible content according to the compensation terms of the exam program for which the content was contributed. Compensation models are dependent on the exam program. In some instances, compensation will be a one-time payment. Before you author items, make sure you read the exam program’s compensation agreement.
The Company retains the right to decide how all content and items will be used and any item assignments are subject to change at any time. Please note that your compensation is also dependent on reviewing other items. For every item that you submit for review, the Company will automatically assign other SMEs’ items for you to review. The ratio of items submitted to items reviewed will vary. Compensation for a SME depends on the SME complying with peer review requirements as established by the Company from time to time.
The Company’s platform is a marketplace that connects exam content SMEs to exam programs. Incomplete or poorly written items that require significant revision will not be part of an exam and will not be eligible for compensation. The items that you submit must adhere to the Company’s quality standards and must meet all quality and review criteria prior to being delivered on an exam. Only items that make it through review for content and quality will be eligible for delivery and compensation. The Company retains the right to decide if items meet the quality standard required for use and/or compensation.
Payments and Taxes
The Company will provide payments through a Bill.com account. It is the SME’s responsibility to maintain a Bill.com account in good standing and keep the Company informed of the correct email associated with your account. You must also provide any identifying information or tax documentation (such as a W-9 or W-8) necessary for the payment of amounts due, and you agree that we have the right to withhold appropriate taxes from your payments. The Company reserves the right to withhold payments or impose other penalties if we do not receive proper identifying information or tax documentation from you. You understand and agree that you are ultimately responsible for any taxes on your income.
Payments will be made quarterly after the close of each quarter for work performed, provided that the Company has by such time received all necessary information and documentation required to make such payment to you. Payments will only be made once the SME reaches a $50 balance in their account.
The Company will not process any payments unless all of the required documentation set forth herein, or otherwise required by applicable laws or regulations, has been received and your identity has been verified. It is your responsibility to complete this process in order to receive payments from the Company.
If the Company cannot settle funds into your payment account, the Company may move forward with legal processes which require the Company to submit those funds as unclaimed property.
Contact Us
If you have any questions or need additional assistance, please contact us by either emailing support@certiverse.com or by submitting a ticket from this article.