IPAT - Psychology to Harness Business Performance

Terms and Conditions

The following Terms and Conditions apply to the purchase, license, and use of products provided by the Institute for Personality and Ability Testing, Inc. (IPAT). If you have questions about any of these Terms and Conditions, please contact us at: 800 225 4728 or custserv@ipat.com.

Definitions

Purchasers wishing to license scoring and reporting software will be asked to enter into a separate Software Agreement, in addition to these terms, which sets out the terms and conditions of supply of the software. If there is any conflict between these Terms and Conditions and the Software Agreement, the Software Agreement will prevail yet will not negate terms unique to the primary Terms and Conditions agreement. Purchasers entering into a consulting relationship with IPAT will also sign an additional agreement specific to their project.

In these Terms and Conditions: "we", "us" and "IPAT" mean Institute for Personality and Ability Testing, Inc.; "Materials" means IPAT's products or services such as printed material, items/scales, norms/algorithms, reports, software (including the restricted materials) and other relevant IPAT assessment assets. The "Purchaser" means the person or the organization identified who obtains materials and/or services from IPAT. "Qualified User" means the named individual test user identified on the customer account, who is either the Purchaser or is employed by or otherwise contracted to the Purchaser; and "Restricted Materials" means any paper-based and/or computer-based psychometric test or materials (including questionnaire booklets, scoring keys and norm tables, answer sheets and profile sheets) which at the time of purchase or license are identified as restricted in the current catalog, in our other sales literature, on the website or on the tests or materials themselves; and "these Terms" means these Terms and Conditions that apply to any purchase.

Shipment of orders

Most orders are shipped via UPS Ground. IPAT will use reasonable efforts to try to accommodate a Purchaser request for an alternate carrier. All shipments are insured. Please contact Customer Service for up-to-date shipping and handling charges. Upon receipt, each order should be verified against the packing slip and original order. Should there be a discrepancy, you must notify Customer Service within fourteen days of the invoice date for adjustment.

Tax information

For ship-to addresses in Illinois and Indiana, IPAT collects and remits applicable state and local taxes. Please calculate the appropriate tax on your orders, or supply your tax-exempt number. Purchaser shall be liable for and pay any and all federal, state and local sales, use, license, ad valorem, value-added, property or other similar taxes resulting from the Materials or the use thereof.

Return for refund or credit

Pre-authorization by IPAT Customer Service is required for the return of Materials.  IPAT will not accept Materials for return without pre-authorization.  Pre-authorization must be obtained within one calendar month of the IPAT invoice date for the Materials.

To be eligible for refund or credit, returns must be delivered to IPAT within two weeks of the date of the pre-authorization. All Materials accepted for return must be in their original packaging and accompanied by a copy of the applicable IPAT invoice. A 10% restocking fee will be charged for all returns, unless the reason for the return is covered under "Claims" below.

Report credits do not expire and therefore cannot be returned.  Should you desire to exchange report credits of one type for another, contact IPAT Customer Service.

Claims

All claims must be submitted in writing to IPAT's Customer Service Team within the time period for the type of claim, as noted below:

• Within 3 days of receipt of Materials that are damaged or where there are discrepancies between Materials ordered and Materials received;
• Within 21 days of IPAT invoice date for Shortages or non-delivery of Materials;
• Within one calendar month of IPAT invoice date for defective Materials.

To ensure proper credit, claims must include the invoice number and customer account number. IPAT's liability for non-delivery, incorrect delivery, or delivery of defective Materials is limited; we reserve the option to either replace the Materials or refund the invoiced price of the Materials plus the original shipping charges paid by the Client.

Change of address or employer

If Purchaser or Qualified User changes address or employment, IPAT Customer Service must be informed as soon as possible.

Purchaser's obligation

The Purchaser represents, warrants, and undertakes that:

• in the event that the Purchaser is not also a Qualified User, the Purchaser shall ensure that only a Qualified User uses the Restricted Materials, that the materials remain at all times in the possession and under the control of the Qualified User, and that the Qualified User complies with IPAT's Terms and Conditions;
• the Purchaser and Qualified User shall not license, lend, exchange, give or otherwise publish, re-distribute or dispose of Restricted Materials to third parties or act as agent, distributor or provider of the Restricted Materials other than providing them to individuals in order for those individuals to take the tests under the Qualified User's supervision and control;
• applicable legal, professional and ethical standards for the proper use of tests will be adhered to at all times; and
• the Purchaser and Qualified User, jointly and severally, indemnify IPAT and its distributors, consultants and licensors, and agree to defend it and them and hold them harmless from any and all losses, claims, liabilities, damages, expenses and costs (including reasonable attorneys fees and expenses), whether direct or indirect, caused by or a result of any breach by the Purchaser or any Qualified User of such representations, warranties or undertakings.

Intellectual property

IPAT's products are protected by intellectual property rights (including trademarks, copyrights, patents, trade secrets or design rights) and rights of confidence. Reproduction of these products in whole or in part, in any form, (e.g., paper format, personal computer software, online format, audiotape or included as a segment of a test battery), misuse or their storage in a database or retrieval system, by any process, is prohibited except where expressly permitted by law or by license.

IPAT is bound by its author and distribution contracts to take prompt legal action against anyone who infringes on IPAT's intellectual property rights, including its copyrights and its authors' copyrights.

Neither the Purchaser nor any Qualified User may make use of data that they collect by means of Restricted Materials to create products for commercial sale, distribution or other commercial exploitation.

Copyright infringement of Restricted Materials damages the professional standards and credibility of the instruments themselves and the individuals who are using them. Also, loss of revenue ultimately means that fewer resources can be devoted to the continued development of the instruments. IPAT urges all IPAT Purchasers, Qualified Users, other test users, and related authorities to cooperate by ensuring that no copyright infringements occur within their own organization. See Appendices II and III.

Research and permissions

All Materials in our catalog and on our website are protected by copyright. Therefore, if you wish to quote them or any portion thereof in research projects or in any other manner, you will need to apply for permission. Please contact Permission Request, P.O. Box 1188, Champaign, IL 61824-1188 or email custserv@ipat.com. Please allow a minimum of thirty days for IPAT to review and respond to your request.

Computer-scored reports

When IPAT is requested to provide a computer-scored report, the following shall apply:

• whereby IPAT shall exercise reasonable effort preparing the reports to be complete and ccurate, IPAT makes no warranty that any report will be complete and accurate;
• whereby answer sheets delivered to IPAT for scoring will usually be dispatched to the ualified User the same day of receipt of the completed answer sheet(s), an additional day ay be required for an exceptionally large number of answer sheets;
• reports from IPAT's electronic assessment service will usually be dispatched to the Qualified ser via e-mail on the same day; and
• Purchaser indemnifies IPAT and its distributors, consultants and licensors, and agrees to efend it and them and hold them harmless from any and all losses, claims, liabilities, amages, expenses and costs (including reasonable attorneys fees and expenses), whether irect or indirect, with respect to any claims made by a third party against any of them in elation to the provision of the computer-scored reports.

Limited warranty; Disclaimer

IPAT warrants that it has the right to provide the Materials to Purchaser and any Qualified User, and that the Materials will comply with applicable documentation, if any, and that any services to be provided by or on behalf of IPAT shall be provided using commercially reasonable efforts and in substantial compliance with the order for such services and industry standards.

EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS PARAGRAPH, THE MATERIALS AND SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY, EITHER EXPRESS OR IMPLIED. IPAT HEREBY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IPAT DOES NOT WARRANT OR REPRESENT THAT THE MATERIALS OR ANY SERVICES WILL MEET PURCHASER'S OR ANY QUALIFIED USER'S REQUIREMENTS OR NEEDS, THAT USE OF THE MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY DEFECTS IN THE MATERIALS OR SERVICES WILL BE OR CAN BE CORRECTED.

Remedy in case of breach

With respect to the Materials or any IPAT services, Purchaser shall notify IPAT in writing no later than thirty [30] calendar days from the date on the invoice, of any Materials or services that breach IPAT's warranty or Purchaser waives any claim against IPAT. In the event of such problem and timely notice to IPAT, IPAT's sole obligation to Purchaser and Purchaser's sole and exclusive remedy is, at IPAT's option, for IPAT to either repair or replace the Materials or re-perform the services at issue, at IPAT's expense, or cancel the order at issue and refund to Purchaser any fees paid by Purchaser for the terminated order in return for Purchaser returning such Materials. In the event, however, that either remedy is found to fail of its essential purpose, Purchaser's sole and exclusive remedy shall be a claim for damages which shall in no event whatsoever exceed greater of the fees paid by Purchaser to IPAT for the Materials or services at issue and $100.00 USD. Notwithstanding the foregoing, the warranty shall be void if Purchaser or Qualified User is using any Materials in a manner that does not conform to the documentation or otherwise is in breach of these Terms, if Purchaser or an applicable Qualified User has modified or attempted to modify the Materials without the prior written consent of IPAT or if Purchaser or any applicable Qualified User has refused to implement changes to the Materials recommended by IPAT.

Patent and copyright infringement

IPAT indemnifies and agrees to defend Purchaser and any Qualified User from any and all claims that any Material infringes or misappropriates a valid United States patent, copyright, or trademark, provided that (a) the infringement or misappropriation was not caused by Purchaser or any Qualified User, and (b) Purchaser and applicable Qualified Users (i) promptly notify IPAT of such claim of infringement or misappropriation, (ii) allow IPAT to control the defense of such claim, (iii) reasonably cooperate with IPAT in such defense, at IPAT's expense for any out-of pocket expenses, and (iv) do not agree to any settlement of such claim without IPAT's prior written consent. Should any of the Materials, in IPAT's opinion, become or are likely to become subject to any claim of infringement or misappropriation, IPAT may in its discretion (a) procure for Purchaser the right to continue using the Materials, (b) replace or modify any of same to be non-infringing, without loss of material functionality, or (c) terminate this agreement and refund to Purchaser a prorated portion of any fees paid by Purchaser for the Materials at issue based on a straight-line amortization and a five (5) year useful life.

Limitation of liability

EXCEPT FOR IPAT'S INDEMNIFICATION OBLIGATIONS ABOVE, IN NO EVENT SHALL IPAT OR ITS DISTRIBUTORS, CONSULTANTS AND LICENSORS BE LIABLE TO PURCHASER OR ANY QUALIFIED USER FOR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING IN CONNECTION WITH THE MATERIALS OR SERVICES, REGARDLESS OF WHETHER IPAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF OR THEORY OF RELIEF OF ANY CLAIM OR ACTION. EXCEPT FOR IPAT'S INDEMNIFICATION OBLIGATIONS ABOVE, IN NO EVENT SHALL IPAT'S AGGREGATE LIABILITY TO CUSTOMER IN CONNECTION WITH THE MATERIALS OR SERVICES EXCEED ANY FEES PAID BY PURCHASER TO IPAT FOR THE MATERIALS OR SERVICES IN QUESTION. NO ACTION AGAINST IPAT ARISING IN CONNECTION WITH ANY MATERIALS OR SERVICES SHALL BE COMMENCED MORE THAN TWO (2) YEARS AFTER THE DATE SUCH ACTION ACCRUES. NOTHING IN THESE TERMS WILL EXCLUDE ANY LIABILITY THAT CANNOT BE EXCLUDED BY LAW.

Exclusions

Any condition, representation, or warranty that might otherwise be implied or incorporated within these Terms by reason of statute or common law or otherwise is hereby expressly excluded to the fullest extent permitted by law.

Applicable law

These Terms will be governed by and construed in accordance with the laws of the State of Illinois, United States, applicable to contracts entered into and performed within the State of Illinois, and applicable federal law. Any and all law suits brought by Purchaser or Qualified User against IPAT involving a cause of action arising out of or in connection with these Terms, and any Materials or IPAT services, or its or their subject matter, shall be brought in a U.S. district court or state circuit court in Cook County, Illinois, USA, and the parties hereby submit to the personal jurisdiction of such courts and to such venues. The place of performance of the contract will be Illinois.

General

All rights in or to the Materials not specifically herein granted Purchaser are reserved to IPAT and its licensors. These Terms are severable; if any Terms are held to be invalid, illegal or unenforceable, the remainder shall remain in full force and effect. The tolerance or sufferance by either party of any breach by the other shall not be construed as a waiver of any rights or remedies in connection with such breach or any other breach. To the extent IPAT prevails, it shall be entitled to recover any costs and expenses it incurs in enforcing this Agreement against Purchaser or any Qualified User. Any notice to be sent under these Terms shall be hand delivered or sent via a nationally recognized overnight carrier and shall be deemed delivered when received. All notices to IPAT shall be sent to IPAT's office address in the State of Illinois and notices to Purchaser shall be sent to Purchaser's latest address on file with IPAT.

THESE TERMS CONTAIN THE ENTIRE AGREEMENT OF THE PARTIES CONCERNING THE MATERIALS AND ANY SERVICES, EXCEPT WITH RESPECT TO THE FEES WHICH SHALL BE SEPARATELY AGREED TO BY THE PARTIES. THESE TERMS MERGE AND SUPERSEDE ALL PRIOR DISCUSSIONS, PROPOSALS AND UNDERSTANDINGS BETWEEN THE PARTIES CONCERNING THE MATERIALS OR THE USE THEREOF. NOTHING IN ANY DOCUMENT OF PURCHASER, INCLUDING BUT NOT LIMITED TO PURCHASER'S ORDER FORM, PURCHASE INVOICE OR PAYMENT SHALL CHANGE OR OTHERWISE MODIFY IN ANY MANNER THESE TERMS. THESE TERMS MAY ONLY BE MODIFIED OR CHANGED IN WRITING SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF IPAT.

U.S. government license rights

All Materials provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 are provided with the commercial license rights and restrictions described elsewhere herein. All Materials provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 are provided with "Restricted Rights" as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.

Export restrictions

Purchaser acknowledges that the Materials may be subject to U.S. export jurisdiction. Purchaser agrees to comply with all applicable international and national laws that apply to the Materials, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions which may be issued by the U.S. and other governments.

Ethical standards for the use of tests and questionnaires

Adherence to ethical standards in using any psychometric instrument is important to protect and preserve respondents' rights, as well as the integrity of the instrument. Qualified Users of IPAT's psychometric instruments are expected to achieve high standards in administering and interpreting the instruments, and in protecting the relevant copyright and trademarks. Qualified Users who can be shown to have violated the guidelines set out below may be refused access to any further IPAT Restricted Materials, and they may be asked to return any materials in their possession.

Appendix I

Administration, Feedback, and Use of Data (including research)

The requirements for giving feedback on individual results to respondents may be waived where data are being gathered for research purposes only. If the questionnaire or test is being used in a research context such as to establish its reliability or validity, the experimental nature of its use should be clearly communicated to respondents.

Questionnaire or test data acquired within an organizational/employment context should be used in accordance with relevant employment laws and professional standards. Data acquired for one purpose (e.g., team building) should not be used for another purpose without the respondent's specific knowledge and consent.

We respectfully remind Qualified Users of their obligations that form part of an assessment procedure. These are:

• To follow the administration, scoring and interpretation instructions contained in the manual of the instrument concerned, to ensure that tests and questionnaires are properly used;
• To ensure that no unqualified person is allowed to administer, score or interpret psychometric instruments;
• To keep psychometric tests and questionnaires in a safe place to prevent unqualified use and other abuses;
• To tell respondents how long assessment data will be kept on file, and indicate to whom and under what circumstances data will or will not be released;
• To take reasonable steps to keep individuals' results confidential, only divulging them to someone other than the respondent when there is legitimate right to know and with the respondent's full knowledge;
• To observe all applicable laws on the protection of personal data;
• When communicating results, to ensure that their implications are clear to the recipient, and to explain the limitations of the psychometric instruments in any report;
• To use their best efforts to see that the respondent receives adequate information as to the purpose of the testing and whether or not feedback on his or her results will be provided;
• Never to violate copyright law by photocopying, computerizing, posting online, or adapting any part of a test or proprietary scoring system, norm tables, algorithms, or its profile forms;
• To take corrective action where bad practice or breach of copyright or infringement of trademark is evident in their organization; and,
• To review results regularly, including the outcome of decisions taken on them.
• To be aware of local laws particularly when it relates to differences between groups (e.g., members of protected subgroups of the population).

Where a Qualified User moves to a new employer or a new section of their existing employer, and is unable to take with him or her any Restricted Materials in his or her possession, it is the Qualified User's responsibility to ensure that the Materials are not left in the care of an unqualified person. It may be possible, for instance, to pass them on to a colleague who is a Qualified User with IPAT and is qualified to use the relevant Restricted Materials. In the event that there are no known qualified individuals registered with IPAT to whom the Restricted Materials may be entrusted, Qualified Users may wish to contact IPAT Customer Service to discuss the possibility of IPAT training and certifying a new Qualified User.

Appendix II

Proper Use of Trademarks

IPAT produces many materials under exclusive license. IPAT requires that its trademarks and those of its suppliers be acknowledged. These trademarks are registered with respect to software, printed matter and the training of people in psychological tests. IPAT also offers the following practical advice about the legal protection of trademarks.

The ™ symbol represents a trademark, while the ® symbol represents a trademark legally registered in a particular country or countries. The appropriate symbol (™ or ®) should appear by the first reference to the trademark within any document, or in the first place where it is used prominently.

A footnote legend, indicating the ownership of the trademark, should be put at the bottom of the page or at the end of the text or document. It is normal to use small print for the footnote. If it is not possible to reproduce the ™ or ® symbol, use an asterisk after the trademark and to precede the footnote legend.

A trademark should always be used as an adjective and modify a noun. For example, the statement, "The 16PF® Questionnaire is used for team building" is correct. "The 16PF® is used for team building" is not correct.

Note that when two (or more) different terms are both registered trademarks and used within the same document, then the ® symbol should appear by the first reference to each.

This advice applies particularly to consultants referring to trademarks within their proposals, client reports, promotional literature, or advertising.

Appendix III

Copyright

General breach of copyright is theft of property and no aspect of IPAT's copyright or the copyright of its licensors should be infringed.

It is an infringement of copyright to make a copy of any test or questionnaire component. The reproduction or translation of IPAT-owned materials by any means is a violation, regardless of whether or not the reproduced materials are sold. Examples of materials subject to copyright infringement would include, but are not limited to, the following:

• Manuals and related texts;
• Question booklets and all questionnaire items, whether singly or in a group;
• U.S.-based, Foreign, or Custom versions of IPAT assessments;
• Answer sheets;
• Client report or feedback forms;
• Profile charts as they appear on report forms;
• Score keys/patterns of answers/norms/algorithms (both paper-based and computer/Internetbased);
• Software programs and accompanying documentation; and
• Training and research materials.

A publisher's copyrights can be its most valuable property. Copyrights protect authors' creative effort and the integrity of its materials. Any infringement of copyright severely affects the ability of publishers to produce materials economically.

Moreover, in the case of psychometric instruments, illegal copying of materials in any medium (e.g., paper, computerized, or Internet) leads to poor control of their use, gives respondents a bad impression, and can even disadvantage respondents. The resulting loss of income reduces the funding available for research and development of new instruments and updating of services.

Computer software

It is also illegal to incorporate any of the components listed above into computer software used for the administration, scoring, interpretation, and reporting of results of a questionnaire or test. The profile chart as it appears on published forms is also a copyright work, and it may not be used in a computer presentation system, even one that simply generates reports when data (scores) are input into a computer.

Purchasers shall not use generic "shell systems¹" to score IPAT assessments (whether original or derivative assessments) without contractual permission. Such "shell systems" are usually part of a computer-based and/or Internet-based test administration, scoring and report system. And even when such permission is granted, the responsibility for installing a particular instrument on the system rests with the user, not the supplier of the system. The user is in breach of copyright if permission from the publisher has not been obtained. Some shell systems contain representations of the whole or part of profile sheets. These have been incorporated without permission and are illegal.

¹ A shell system is a system of computer software into which the Qualified User may insert questionnaire items and a scoring pattern from an existing questionnaire. Some shell systems allow the Qualified User to create a profile chart and/or report for use in interpreting questionnaire scores.