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      Certiverse Subject Matter Expert Terms

      Terms last updated on September 12, 2024

      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.  

      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, 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.  

      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:  

      1. 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”).  
      2. 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.  
      3. 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.  
      4. 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 constitutes 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. 
      5. 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.  
      6. 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). 
      7. 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 arbitrators 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.