TERMS AND
CONDITIONS
OF SALE AND USE
You agree that these Terms and Conditions of Sale and Use will
govern all purchases by Customers of all instruments, tests, surveys, reports
and other products supplied by CogniSyst, Inc., and that the CogniSyst software
license agreement will govern any receipt and use of CogniSyst software. These
Terms constitute the entire agreement between the Purchaser and CogniSyst
concerning this matter, and supersede all discussions, proposals, bids,
invitations, orders, and other communications, oral or written, on this subject.
You agree to be bound to these Terms by placing an order for materials or
software, and signing (submitting) CogniSyst’s Qualification Form, providing a
purchase order, CogniSyst order form, and/or requesting scoring services, or by
part or total payment of CogniSyst invoice for materials or services ordered.
PRICE
All prices are in US Dollars and are subject to change without
notice. Customers are responsible for any applicable duties and taxes. CogniSyst
accepts prepayment for all orders made by credit card (VISA or MasterCard),
check (payable to CogniSyst Inc.), money order, or institutional purchasers
orders to fulfill your order. If prices on your order are incorrect, we reserve
the right to adjust the invoice amount by up to 10% unless otherwise stated on
your order. By completing the purchase process you also agree to
CogniSyst’s Privacy Policy.
SHIPPING AND HANDLING
Orders containing combination of paper and software or
combinations o paper and mail-ins will be charged the paper rates on the
subtotal of the paper products only. Software or mail-ins combined with paper
products ship at no additional charge.
Orders requiring expedited handling (2nd day or
overnight) must arrive at CogniSyst by 3:00p.m EST for shipment on the same
business day. Any orders missing necessary information (e.g. qualification form,
prepayment, physical address) will be held until the complete information is
obtained. On time delivery of expedited orders is subject to the limitations of
carriers used at the discretion of CogniSyst, Inc. (e.g., Fed Ex, UPS, etc.) and
none-the-less is not guaranteed. Destinations outside of the US using such
carriers are frequently subject to delays from local customs and postal
authorities. Customers are responsible for any applicable duties and taxes
related to their order. In addition to the rates set out above, Air Service
(overnight) orders to Canada, Puerto Rico, Hawaii, Alaska, the Virgin Islands,
and Guam are subject to a $10.00 handling fee. Orders shipping to a P.O. box
within the U.S. are subject to regular Ground Rates, and will be delivered by
Registered Mail. Shipping charges for orders shipped outside of the U.S. are
subject to rates based on weight and one. Please contact us at
international@cognisyst.com for your specific order.
RETURNS AND CREDITS
Any items advertised in our current catalog may be returned or
exchanged within one (1) year of purchase subject to the following conditions:
30 DAY MONEY BACK GURANTEE
If, within thirty (30) days of purchase, you are not satisfied
with the material(s), we will give you a full credit, replace, or refund** (less
shipping and handling fees). Simply call the CogniSyst Client Services
Department to obtain a Returned Merchandise Authorization (RMA) number, and
return the material(s) in saleable condition (unused, complete, and unmarked))
for exchange or refund. Please reference the RMA number on the outside of the
parcel, and courier materials prepaid and insured to:
CogniSyst, ATTN: Returns Department
3937 Nottaway Road
Suite 007, Durham, NC 27707 USA
EXCHANGE AND CREDIT
Items that are in saleable condition may be returned outside of
the 30-day money-back guarantee and up to one (1) year from the date of
purchase. These items are subject to 15% restocking fee and can be retuned for
credit or exchange only. Credits issued on account are valid for one (1) year
from the date of issue, after which point they become null and void. Credits
have no cash value and are not refundable or transferable.
**Unlimited-use software cannot be returned after thirty (30)
days unless otherwise approved by CogniSyst.
CogniSyst SOFTWARE SUPPORT
CogniSyst’s provides free software support for the first sixty
(60) days after the product has been registered with CogniSyst. Please be
prepared to provide your product’s invoice number, purchaser’s name and/or proof
of purchase. Phone: 919 489-4434 (9 a.m. to 5 p.m. Eastern Time) Email:
support@cognisyst.com Website:
www.cognisyst.com.
USE OF PRODUCTS
It is the Purchaser’s responsibility to use any products
purchased from CogniSyst in accordance with CogniSyst’s Qualification
requirements, and applicable professional guidelines including American
Psychological Association guidelines, the software license (if applicable) and
all federal, state, and local laws and regulations. You understand and agree
that CogniSyst products are meant to be used as tools to supplement your overall
assessment process, and are not intended or designed to be used alone or replace
professional judgment.
CONFIDENTIALITY
Purchaser acknowledges and agrees the contents of CogniSyst
products are copyrighted material and may also constitute trade secrets, which
include confidential and proprietary material, information, and procedures.
Purchaser will not resell or otherwise distribute materials, or authorize or
allow disclosure of the contents of a test instrument protocol, including test
questions and answers, or normative data, except under the limited circumstances
described in the section titled
Maintenance of Test Security, or as otherwise contemplated in the manual
associated with the test. Purchaser acknowledges and agrees that the use or
disclosure of trade secrets in a manner inconsistent with the provisions of this
Agreement may cause CogniSyst irreparable damage for which remedies other than
injunctive relief may be inadequate. Accordingly, you agree that in any request
by CogniSyst to a court of competent jurisdiction for injunctive or other
equitable relief seeking to restrain such use or disclosure, you will not
maintain that such remedy is not appropriate under the circumstances. See
CogniSyst™ Test Disclosure Policy for more information.
COPYRIGHT
CogniSyst products are protected by various intellectual
property laws, including copyright and trademark. Printing or reproducing
copyrighted materials or content included test items, scales, scoring algorithm
is prohibited by law and by these Terms and Conditions of Sale and Use. Your
purchase of these materials does not grant you the right to reproduce additional
copies of material so the contents into a scoring system or software, unless you
have received prior written permission. For more information regarding
how to obtain permission to reproduce, alter, or translate CogniSyst Products
see Permissions and Translations.
MAINTENANCE OF TEST SECURITY
Each person or institution purchasing a test must agree to
comply with basic principles of minimum test security, that 1) test takers must
not receive test answers before beginning tests; 2) test users must adhere
strictly to copyright law and under no circumstances photocopy, translate,
alter, paraphrase items, distribute, publish or otherwise reproduce answer
forms, test booklets, or manuals; and 3) access to test material must be limited
to qualified persons who agree to safeguard their use.
WARRANTY
CogniSyst warrants that it has the right to enter into this
Agreement. CogniSyst MAKES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. REPLACEMENT
OF MATERIALS, OR REFUND OF ALL OR A PORTION OF THE PURCHASE PRICE (BASED UPON
THE SALABLE CONDITION OF THE MATERIALS), AT CogniSyst’s SOLE OPTION AND IN
ACCORDANCE WITH THE PRODUCT RETURNS POLICY CONSTITUTES THE PURCHASER’S SOLE AND
EXCLUSIVE REMEDY, IN LIEU OF ALL REMEDIES AND ACTUAL, CONSEQUENTIAL, SPECIAL,
INCIDENTAL, OR OTHER DAMAGES IN CONNECTION WITH THE PRODUCT AND ANY USE OR
MISUSE THEREOF. CogniSyst WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR
PURCHASER’S EXPENSES FOR DELAYS, FOR COSTS OF SUBSTITUTE MATERIALS, OR FOR
POSSIBLE LOST INCOME, GRANTS, PROFITS, OR ANY OTHER SPECIAL OR CONSEQUENTIAL
DAMAGES THAT MAY RESULT FROM USING A PRODUCT. Some jurisdictions restrict
certain limitation of warranties, so some or all of the above limitations may
not apply to you.
LIMITATION OF LIABILITY
IN NO EVENT WILL CogniSyst BE LIABLE FOR DAMAGES ARISING UNDER
THIS AGREEMENT, OR OTHERWISE ARISING FROM THE ORDER(S) CONTEMPLATED OR COMPLETED
UNDER THIS AGREEMENT, IN EXCESS OF THE AMOUNTS PAID FOR THE PRODUCT(S) WHICH
DIRECTLY CAUSED ANY ALLEGED OR “ACTUAL” DAMAGE.
INDEMNIFICATION
To the extent permitted by applicable federal and state or
provincial law, the Purchaser shall indemnify, defend and hold harmless
CogniSyst, its directors, officers, employees, and agents from any and all
claims, suits, damages, liability, losses, fees and expenses (including
reasonable attorney’s fees) resulting from or arising out of any act or omission
of the Purchaser under this Agreement.
FORCE MAJEURE
Except for payment obligations, nonperformance of either party
shall be excused to the extent that performance is rendered impossible by
strike, fire, flood, act of God, war, governmental acts or orders or
restrictions, failure of suppliers, or any other reason where failure to perform
is beyond the reasonable control of the non-performing party and not due to its
fault or negligence.
WAIVER AND GOVERNING LAW
These Terms may not be waived, amended, or modified, except by
prior written agreement by CogniSyst. If any one or more provisions of these
Terms are found to be illegal or unenforceable, the remaining provisions will be
enforced to the maximum extent possible. To the extent any purchase order
conflicts with or amends these Terms in any way, these Terms, as unmodified,
will prevail. THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED, AND INTERPRETED IN
ACCORDANCE WITH NORTH CAROLINA AND UNITED STATES FEDERAL LAW.
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