This NEST license agreement (the “Agreement”) is between Artemis Associates (Owner) and yourself or your agency (“Customer” or “You”). Please read this agreement carefully before accepting. By purchasing a license to use NEST you agree to its use it as instructed. All data is de-identified so Owner will have no access to Personal Identifiable Information. It is the responsibility to the Customer to protect the private information of the children and families served by your agency. . Proceeding with registration, or accessing, using, printing, or displaying any NEST content indicates Customer’s acceptance of the terms of this Agreement.

1. License Grant. This is a legal agreement concerning NEST and is between You, the Customer (and any Authorized Users), either as an individual or associated business entity and Owner. An Authorized User is any user that has been given authority to use the account by the Customer. This Agreement supersedes and replaces any prior proposal, representation, or understanding Customer may have regarding your use of the NEST system. Through your purchase, the Owner grants to You, the undersigned Customer, a non- transferable, nonexclusive license to use the NEST – Neurodevelopmental Ecological Screening Tool (“NEST”) to enable administration, scoring, and reporting of individual assessments of children and families affiliated with the Customer’s professional practice. The term of the license is for one year and may be automatically renewed on an annual basis unless cancelled.
2. Data Management: Customer will retain a record of examinee’s interpreted data in Customer’s database without expiration. All data is stored according to unique user IDs without any identifying data. The platform on which NEST data is delivered is secure and continually updated to monitor for potential risks. However, as NEST is not a diagnostic tool or intended for use by health care agencies, the platform is not HIPAA protected, as such, it is up to the Customer to ensure the protection of the examinee’s results in its own database. The owner retains a copy of de-identified data records and may use it for future research or business or research purposes. No personal information of the examiner is retained by Owner If the Agreement is deactivated, Customer will no longer have access to any data or reports. Customer shall not grant sublicenses, assign or transfer (including transfer by rental) NEST or use NEST to benefit any third party.
   1. The Customer is at all times solely liable and responsible for the correctness and adequacy of Customer Data inputted by the Authorized Users or the End Users (as applicable). Owner will in no event be liable for damages or liability resulting from incorrect or insufficient Customer Data in the Online Software Service.
   2. All Customer Data will remain the exclusive property of the Customer. The Customer hereby grants Owner for the Term a non- exclusive, royalty-free, worldwide, non-revocable, sublicensable, transferable, perpetual license to use de-identified data gathered by NEST, with client informed consent, for business, research or educational purposes.
   3. Informed consent by the parent or guardian being screened will be gathered at the time of intake before using NEST. Should a caregiver not agree to share de-identified data, due to the structure of the NEST database, they cannot proceed to use the survey for that client. Owner shall not sell any de-identified Customer Data or use the Customer Data for marketing or any other purposes other than those stated.
3. Product definition: NEST is a screening tool for children ages 3-5 who are living in low-resourced settings. This may include impoverished home environments, shelters, or other transitional settings. NEST is appropriate for use with families who speak and understand basic English and who are the primary caregivers of children ages 3-5 years old. NEST can be administered by professional or paraprofessional staff working with children and families. NEST includes onscreen instructions and items for onscreen administration, training library, interpretative reports with recommendations, and related user documentation. Reports are printable to be provided to Customer. Owner coordinates Customer access to NEST once you purchase a license. NEST also provides Customers with an opportunity to export examinee data to retain the examinee data in files on NEST. NEST is designed in line with the Owner Qualification system, the accepted to guide to eligibility for testing products. You may view the qualification system here: https://www.Ownerclinical.com/psychology/qualifications.html) NEST Meets Qualification Level A: “there are no special qualifications to purchase these products”.
4. Term. The term of this Agreement begins on the date this Agreement is electronically accepted by Customer and will continue until the Product expiration date unless renewed, or unless or until terminated by either party. Either party shall have the right to terminate this Agreement, including any licenses, if the other party breaches any of its obligations under this Agreement. If this Agreement is terminated for any reason, Owner will allow you access to NEST for not more than thirty (30) days for the sole purpose of exporting examinee data. Your obligations to protect Customer data shall survive any termination of this Agreement. The Client warrants to Owner that at any time during the Term the Client Data (i) does not infringe any Intellectual Property Rights or any other legal rights of a third party, and (ii) does not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law. This agreement shall be governed by the law of the state of Massachusetts. The foregoing choice of law notwithstanding, copyright, trademark, and patent claims are subject only to U.S. Federal law and U.S. Federal court interpretation thereof. This Agreement constitutes the entire agreement of You and Owner concerning this matter, and supersedes all discussions, proposals, bids, invitations, orders, and other communications, oral or written, on this subject. This Agreement may not be waived, amended, or modified in any way without the prior written permission of Owner. If any one or more provisions of this Agreement are found to be illegal or unenforceable, the remaining provisions will be enforced to the maximum extent possible. To the extent any purchase order from You conflicts with or amends these Terms and Conditions in any way, these Terms and Conditions, as unmodified, will prevail.
5. Orders and Payment. All orders for NEST during the term of this Agreement are subject to acceptance by Owner. License rates are determined by the number of children served by the agency. Customer attests that when purchasing the required NEST license based on size of their Customer base, they do so under the pains and penalties of perjury. If Owner finds that Customer misidentified themselves to acquire a lower price license, the Customer’s license will be automatically terminated. Charges are due and payable upon purchase, via ACH or credit card, to activate the NEST license.
6. Use of NEST. You agree to (a) use NEST (a) in accordance with its intended use, and with the intended audience, as it is defined and described in section 2; (b) to maintain Customer data and confidentiality in accordance with applicable local, state, and federal laws; and (c) to pay for the license based on a true and accurate assessment of the number of Customers you serve annually. You also agree to only use NEST on computers, tablets, or phones that are secure. You understand and agree that NEST is not a diagnostic tool. NEST is meant to be used as a screener to identify potential for risk in selected domains of functioning. Any domain scored as “moderate” or “high” risk should be further assessed by a qualified professional. NEST results should be viewed in the context of an overall assessment and are not intended or designed to be used alone or replace professional judgment.
7. Protection of Test(s) and Operating System. The NEST operating system is the proprietary property of the Owner and contains trade secrets, copyrighted works and, in certain cases, patented intellectual property of the Owner. The placement of a copyright notice on any portion of NEST does not mean that they have been published and will not derogate any claim by Owner. Title to NEST and copies thereof, and all intellectual property rights protecting the Test(s) shall remain with Owner and/or its licensors and NEST shall remain the property of Artemis Associates, LLC.
8. Examinee Data. You understand that you are allowed to export examinee result as a pdf report form at any time, as well as download results via CSV format. You are advised to export data in the event you terminate your NEST license and no longer have access to this stored data. Owner regularly backups of deidentified examinee data stored in the NEST database and will securely store these backups. Owner cannot access these back-ups for you without the user ID number. Customer assumes responsibility for maintaining the User ID number, which is printed on the NEST report upon completion of the survey.
9. Restrictions on Use.
   1. You agree not to copy or duplicate, modify or alter physical or electronic characteristics of NEST operating system, items, reports, or service recommendations provided, or to dismantle or reverse engineer any part of NEST.
   2. You may copy portions of the recommendations provided in the final report, limited to the minimum text necessary to accurately describe Your significant core conclusions, for incorporation into Your written evaluation of the individual, in accordance with Your profession’s citation standards, if any.
   3. You may not, under any circumstance, copy or reproduce the text of any Test question.
10. Test(s) Availability. Owner’s rights to make NEST available for purchase and use are subject to agreements between Owner and Customers /licensors. There is no assurance that Owner will be able to provide NEST in the future. If Owner is unable to sell NEST Administrations at a future date, You may continue to use any previously purchased Administrations under this Agreement. You agree that Owner will not be liable to You in any manner whatsoever for any future unavailability of any Test(s) or Administrations.
11. Test Fidelity and Security
    • Customer agrees to comply with the following basic principles of minimum test security:
    • NEST test takers should be primary caregivers of the child being screened. Test takers must not be coached using the test or receive test answers before beginning the test.
    • NEST administration should be standardized for best results. Test items should not be interpreted, translated, or otherwise altered during administration. Administration instructions are provided with each NEST purchase and available in the Training Library.
    • NEST materials (text or graphic image) may not be reproduced in any manner electronically or otherwise without the prior written permission of The Owner.
    • Access to NEST materials is appropriate for persons with a responsible interest in working with children and families. NEST should be administered by a professional staff with a primary caregiver, and not be given to a caregiver to complete independently.
    • No clinical or medical license is required to purchase or use NEST. NEST is not a HIPPA secure diagnostic tool. NEST is to be used for screening for potential risk. NEST is appropriate for use for professional or paraprofessionals working with children and families.
    • NEST results are provided in printable PDF form and should be provided to, and reviewed with, the primary caretaker of the child being screened following completion of NEST.
    • NEST recommendations indicate if a child or caregiver is a low, moderate or high risk. Moderate risk items may require follow-up by an appropriate professional for further assessment. High risk items require urgent or immediate attention. It is the NEST administrator/Customer’s responsibility to follow-up on recommendations with NEST test takers. The Owner is not responsible for direct care or services to NEST test takers.
    • Test materials must not be resold, re-licensed, transferred or otherwise redistributed for any purpose without prior written permission from the Owner.
12. Owner’s Protection and Use of Data. To perform services for You, Owner will receive information that is provided by You and examinees. This data is de-identified and no personal identifiable information is collected. Parental Consent is required for use of NEST. Use of collected de-identified NEST data for research and educational purposes is subject to the consent of the legal guardian of the child being screened by NEST. Parental consent is obtained by checking the box on the parental consent form (link here?).
13. Warranty. NEST is published directly or under licenses by Artemis Associates, LLC. Owner makes no warranties, express or implied, with respect to NEST. Owner warrants that NEST in its standard form will not infringe upon any valid United States patents or copyrights existing at the time NEST is made available by Owner. An infringement arising out of the use of NEST involves use, adaptation, or modification of any combination with systems, equipment or programs or platforms not supplied by Owner, or any use of the NEST outside the United States. If Customer promptly notify Owner of any such infringement claim of which have knowledge or notice, and accord Owner the right, at its sole option and expense, to handle the defense of the infringement claim, Owner will indemnify and hold You harmless from and against such infringement claim. If such an infringement claim arises, or if Owner becomes aware of the possibility of such a claim, then Owner may, in its discretion (a) furnish You with non-infringing replacement Test(s) within sixty (60) days; or (b) terminate this Agreement in whole or in part by repurchasing Your unconsumed Administrations. This is Your exclusive remedy for any breach of this warranty against infringement.
14. Active Accounts. As long as a customer has an active account (defined below), purchased administrations and results, reports, and support materials will remain accessible and available for users of the account without expiration. Accounts deemed dormant (as defined below) will have all data (including Customer scores, reports, history, etc.) and digital allocations (usages, report inventory, training library) permanently expunged from the system (after notice has been provided to the user) and will no longer be retrievable by the customer or Owner.
    1. An “Active Account” is defined as any account that has, had any user generate a report, and/or has had purchased inventory added to the account within the last 12 months.
    2. Active Accounts may be automatically or manually renewed by the Customer. Failure to renew constitutes a “Dormant Account.” To reopen an account, Customer must purchase a new license under the same registration information.
15. Indemnification. EXCEPT AS PROVIDED IN SECTION 12 OF THIS AGREEMENT, AND TO THE EXTENT PERMITTED BY LAW, YOU AGREE TO INDEMNIFY AND HOLD OWNER
    1. HARMLESS AGAINST ALL CLAIMS, LIABILITIES, DEMANDS, DAMAGES, OR EXPENSES (INCLUDING ATTORNEYS’ FEES AND EXPENSES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE TEST(S) COVERED BY THIS AGREEMENT AND/OR YOUR FAILURE TO PERFORM THE OTHER TERMS OF THIS AGREEMENT.
    2. Liability. OWNER’S LIABILITY FOR LOSS OR DAMAGE RELATING TO THIS AGREEMENT AND/OR THE TEST(S) OR YOUR USE OR INABILITY TO USE THE TEST(S), REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO THE CHARGES PAID BY YOU FOR THE TEST(S) INVOLVED. THIS IS YOUR EXCLUSIVE REMEDY. IN NO EVENT SHALL OWNER BE LIABLE TO YOU FOR ANY CLAIM MADE AGAINST YOU BY ANY OTHER PARTY OR FOR ANY CLAIM MADE BY YOU FOR LOST BUSINESS OR PROFITS, OR FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, LOSS OR DAMAGES.
16. Federal Government Terms and Conditions. If You are the United States Government or any agency or instrumentality thereof, the purchase and use of NEST are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government of the Test(s) is subject to restriction as set forth in: (a) subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Information clause at DFAR 252.227-7013 (October 1988), if You are subject to Department of Defense Federal Acquisition Regulations; or (b) FAR 52.227-19 (June 1987), if You are not subject to the DFAR, but are the United States Government or an agency or instrumentality thereof.
17. Support Service. Subject to and conditioned on the Customer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, during the Term, Owner shall use commercially reasonable efforts to provide to You and Your Authorized Users technical support (collectively, the “Services”) in accordance with the time periods and terms and conditions hereof, including to host, manage, operate and maintain the Service Software for remote electronic access and use by the subscriber and its Authorized Users from 9 a.m. to 5 p.m. eastern time in the United States, except for Scheduled Downtime; Service downtime or degradation due to a Force Majeure Event; any other circumstances beyond Owner’s reasonable control, including Customer or any Authorized User’s use of Third Party Materials, misuse of the Services, or use of the Services other than in compliance with the express terms of this Agreement and the Specifications; and any suspension or termination of Customer’s or any Authorized Users’ access to or use of the Services as permitted by this Agreement. Support. You may contact the NEST Support team using the link on the site for help in operation of NEST.

Artemis Associates. LLC reserves the right to amend pricing, terms and conditions, and license at any time without prior written notice. Artemis Associates, LLC, without any penalty or liability, reserves the right to (a) publish or replace current products with new, revised, or updated products at any time; and (b) place any product “out of print” or discontinue offering the product for purchase. The most current terms and license conditions will be posted on the NEST Website found at https: www. Nestscreener.com, which you may access prior to purchase. Your acceptance of this License Agreement allows you access to the NEST system.