Terms and Conditions of Sale and Use of Psychological Publications, Inc. Products

1. Acceptance of Terms & Conditions^a

Sales of  Psychological Publications, Inc. Products ^b and Other Publisher's Products ^c (together referred to as "Products") by PPI ^d and the purchase and use of Products by Customer ^e are conditioned upon acceptance of these Ts & Cs. Customer agrees to these Ts & Cs by submission of a User Acceptance Form, order(s) for tests or scoring services, or by paying part or all of a Pearson Invoice. These Ts & Cs constitute the entire agreement between Pearson and Customer and supersede any purchase order terms associated with a Purchase Order (P.O.) number on any order. If any provision of the Ts & Cs is found to be illegal or unenforceable, the remaining provisions will be enforced. These Ts & Cs may not be waived or modified except by prior written agreement signed by a Pearson Vice President. Minnesota law will govern these Ts & Cs. Issues involving copyright and patent will be resolved under U.S. Federal Law. Provisions Not Applicable In New Jersey: Pursuant to the New Jersey Truth in Consumer Contract Warranty and Notice Act ("TCCWNA"), Sections 2, 5, 6, and 9 of these Terms of use do not apply to those persons covered by that law.

2. Warranty

Psychological Publications, Inc. warrants that the products published directly or under license by Psychological Publications, Inc. in their standard form, will not infringe any valid, third-party, U. S. patents or copyrights existing at the time of publication. This warranty does not extend to any non-Psychological Publications, Inc. Product, books or to any infringement arising from the use of the Products in combination with systems, software, or equipment, not supplied by Psychological Publications, Inc. If customer promptly notifies Psychological Publications, Inc. of an infringement claim and accords Psychological Publications, Inc. the right, at its sole option and expense, to handle the defense of the infringement claim, Psychological Publications, Inc. will indemnify and hold the customer harmless from/against such infringement claim related solely to Products. Psychological Publications, Inc. may, in its sole discretion, furnish the customer with non-infringing replacement products within sixty (60) days or repurchase unconsumed Products. EXCEPT AS STATED HEREIN, PSYCHOLOGICAL PUBLICATIONS, INC. MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS. ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.

3. Geographical Embargoes and Restrictions

Please note that Psychological Publications, Inc. may restrict the sale of certain test materials within specific geographic regions because of various contractual arrangements. If the Product(s) have been rightfully obtained within the United States, Customer agrees and certifies that neither the products nor any technical data received by the Purchaser from Psychological Publications, Inc. will be exported outside of the Unites States, except as authorized by the laws and regulations of the United States.

4. Risk of Loss and Returns

WITHIN THE US, Risk of Loss is FOB Destination with freight from Psychological Publications, Inc. warehouse charged to the Customer. Returns may be made in accordance with the Returns Policy. All sales of scanning hardware are final.

5. Limitation of Liability and Limitation on Claims

IN NO EVENT WILL PSYCHOLOGICAL PUBLICATIONS, INC. BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR PURCHASE OR USE OF THE PRODUCTS OR SERVICES. NOTWITHSTANDING ANY OTHER PROVISION OR AGREEMENT BETWEEN THE CUSTOMER AND PSYCHOLOGICAL PUBLICATIONS, INC. TOTAL LIABILITY TO ANY PARTY, ARISING OUT OF THIS AGREEMENT OR PURCHASE OR USE OF PRODUCTS, EXCEPT AS IT RELATES TO PSYCHOLOGICAL PUBLICATIONS,INC.WILLFUL MISCONDUCT, WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE PRODUCTS OR SERVICES.

6. Use of Product

The Customer agrees that it is the Customer's responsibility to use any Products in accordance with Psychological Publications, Inc. Qualification Requirements and applicable professional guidelines^g. The Customer understands and agrees that the Products are intended to be used as tools in the overall assessment process, and are not designed to be used alone or to replace the Customer's professional judgment. Psychological Publications, Inc. is not responsible for any claims or damages incurred in connection with the Customer's or any third party's use or misuse of the Products. Unless otherwise indicated, Products are not sold for self-guidance, nor to any individual or organization engaged in testing and counseling by mail. Product users must agree to guard against the improper use of our Products in order to retain the right to purchase those Products. To protect their security and value, Products and their scoring keys must be kept secure and made accessible only to authorized personnel. Product materials may not be resold, re-licensed, transferred or otherwise distributed without prior written permission from Psychological Publications, Inc.

7. Copyright and Trade Secrets

Psychological Publications, Inc. Products are protected by various intellectual property laws, including trade secrets, copyright and trademark. Printing or reproducing copyright-protected materials or content, whether the reproductions are sold or furnished free for use, including reproduction of test items, scales, scoring algorithms, scored directions, or other content, is strictly prohibited by law and by these Ts & Cs. Psychological Publications, Inc. software outputs, including but not limited to reports, are protected as trade secrets. Trade secrets are not permitted to be disclosed in response to requests made pursuant to HIPAA^g or to any other data disclosure law that exempts disclosure of information or documents protected as trade secrets.

Customer acknowledges and agrees that the use or disclosure of trade secrets and confidential information in a manner inconsistent with the provisions of this Agreement may cause Psychological Publications, Inc. irreparable damage for which remedies other than injunctive relief may be inadequate. Accordingly, Customer may request from a court of competent jurisdiction injunctive or other equitable relief seeking to restrain such use or disclosure are appropriate under the circumstances. Customer may seek a protective order safeguarding the confidentiality of test materials if Customer is required to produce such materials in court or administrative proceedings.

The Customer's purchase of Psychological Publications, Inc. Products does not grant the Customer a right to reproduce additional copies of materials or the content or enter content onto a computer medium, such as non-Psychological Publications, Inc. scoring systems or software. However, if the Customer licenses and uses Psychological Publications, Inc. software, the Customer may excerpt portions of the output reports, limited to the minimum text necessary to accurately describe the qualified user's significant core conclusions, for incorporation into a written evaluation of the individual, in accordance with the Customer's profession’s citation standards, if any. The Customer may not, under any circumstance, copy or reproduce the text or graphic image of any test item. No adaptations, translations, modifications, or special versions may be made without permission in writing from Psychological Publications, Inc. (see Section 10 below).

8. Maintenance of Test Security

Customer agrees to comply with the following basic principles of minimum test security:

• Test takers must not receive test answers before beginning the test.
• Test questions are not to be reproduced or paraphrased in any way.
• Access to test materials must be limited to qualified persons with a responsible, professional interest who agree to safeguard their use.
• Test materials and scores may be released only to persons qualified to interpret and use them properly.
• If a test taker or the parent of a minor child who has taken a test wishes to examine test responses or results, the parent or test taker may be permitted to review the test and the test answers in the presence of a representative of the school, college or institution that administered the test.
• Test materials must not be resold, re-licensed, transferred or otherwise redistributed for any purpose without prior written permission from Psychological Publications, Inc.

9. Indemnification

To the extent permitted by law, Customer agrees to hold harmless, indemnify and defend Psychological Publications, Inc. from and against any and all claims, charges, demands, damages, liabilities, losses, expenses, and liabilities of whatever nature and howsoever arising (including but not limited to any legal or other professional fees and the costs of defending or prosecuting any claim and any loss of profit, goodwill, and any other direct or consequential loss) incurred or suffered by Psychological Publications, Inc. directly or indirectly by reason of any act or omission that the Customer commits in breach of these Ts & Cs and the obligations and warranties contained in them.

10. Requests for permission to license Psychological Publications, Inc. Intellectual Property

Requests to copy, translate, modify or adapt any Products must be in writing and directed to: Intellectual Property Licensing by e-mail at tjta@tjta.com

11. Payment

Psychological Publications, Inc. accepts payment by check, money order, or Visa, MasterCard or American Express credit cards. Payment must accompany order. Psychological Publications, Inc. will invoice institutional Customers if orders are received on official purchase orders with tax exempt certificate on file at Psychological Publications, Inc. (if applicable). All invoices are payable net 30 days. Prepayment is required for all new accounts. Charges not paid when due are subject to a late charge accruing from the due date of 1-1/2% per month or the maximum permitted by law, whichever is less. The Customer is responsible for any attorney or collection fees incurred by Psychological Publications, Inc. in collecting charges not paid when due. Payment must be made in U.S. dollars. Customers are responsible for all taxes and tariffs related to intercountry shipments. Psychological Publications, Inc. will collect and report state and local taxes applicable to the Customer's shipping address.

12. Definitions and Notes

^a "Ts & Cs" means Psychological Publications, Inc. conditions of sale and use and the qualifications and return policies referenced in these Ts & Cs. A printed copy of the Ts & Cs, including the referenced policies, is available by calling (800) 345-8378.

^b "Product(s)" means assessment instruments and related materials (including but not limited to software, administration and user reference materials, manipulatives, reports and services) published by Psychological Publications, Inc.

^c "Other Publisher's Products" means assessment instrument(s) and/or material(s) (including but not limited to software, administration and user reference materials, manipulatives, reports, and services not published by Pearson.

^d "PPI" means Psychological Publications, Inc.

^e "Customer" means the purchaser and qualified user of the Product, who are individually and collectively referred to as "Customer."

^f "Website" means tjta.com and tjtaglobal.com and tjta-online.com

^g "applicable professional guidelines" include but are not limited to the Standards for Educational and Psychological Testing, published by the American Educational Research Association (AERA), American Psychological Association (APA), and the National Council on Measurement in Education (NCME), Psychological Publications, Inc. software license (if applicable) and all federal, state, and local laws and regulations, including, but not limited to HIPAA and FERPA. Use of psychological tests in employment-related situations may be subject to certain laws including Title VII of the Civil Rights Act of 1964, as amended; the Americans with Disabilities Act of 1990, as amended; and other federal, state, and local laws and regulations.