Purchase terms and conditions

Version: November 2014 

These CPP.com Purchase Terms & Conditions (“Terms”) govern any order you (“Customer”) place with CPP, Inc. (“CPP”) and become effective upon CPP’s shipment of the products you order. If you do not agree to these Terms, please either cancel your order or return all ordered products within five (5) business days of receipt. To return products, please see Section 2 below.

You agree as follows:

 

1. Orders & Fees.


2.  Returns, Exchanges & Credits. Returns and exchanges must be sent to CPP via traceable methods and must be accompanied by a Return Materials Authorization (RMA) number, which you can obtain by calling Customer Relations at 800-624-1765. Materials (including assessment administrations) must be unopened, in reusable condition, accompanied by a copy of the original invoice, and returned within sixty (60) days of the original invoice date.

3.  Product Availability. CPP reserves the right to, at any time and without penalty or notice: (i) take any of its products out of print; (ii) remove any of its products from its websites; or (iii) otherwise make any of its products unavailable.

4.  Intellectual Property. The parties acknowledge that these Terms do not transfer any right, title, or interest in any intellectual property right. All products sold to Customer are protected by copyright and are intended for Customer’s internal or personal use only. Without limitation, Customer may not, unless expressly authorized by CPP, reproduce, copy, create, derivative works based upon, lease, lend, rent, license, or otherwise commercially exploit CPP’s intellectual property. This section shall survive any termination or expiration of these Terms.

5.  Term & Termination.

6.  Indemnification by CPP. If a third-party makes an IP Claim against Customer, CPP will defend, indemnify, and hold harmless Customer against the IP Claim and pay all costs, damages, and expenses finally awarded against Customer by a court of competent jurisdiction or agreed to in a written settlement agreement signed by CPP arising out of such IP Claim, provided that: (i) Customer promptly notifies CPP in writing after Customer’s receipt of notification of a potential claim; (ii) CPP may assume sole control of the defense of such claim and all related settlement negotiations; and (iii) Customer provides CPP, at CPP’s request and expense, with the assistance, information, and authority necessary to perform CPP’s obligations under this Section. If Customer has services provided by other service providers that are subject to the IP Claim, then CPP’s obligation will be to pay a pro rata portion of such damages, costs, liabilities, or expenses, based on the percentage of Customer’s total end users for whom CPP has provided the claimed infringing services. CPP shall not be bound or materially prejudiced without its prior written consent. If, due to an IP Claim or the threat of an IP Claim, (i) the products or services provided by CPP are held by a court of competent jurisdiction, on in CPP’s reasonable judgment may be held to infringe by such a court, or (ii) Licensee receives a valid court order enjoining Licensee from using the products or services, or in CPP’s reasonable judgment Licensee may receive such an order, CPP shall in its reasonable judgment and at its expense, (a) replace or modify the products or services to be non-infringing without materially reducing the functionality of the products or services; (b) obtain for Licensee a license to continue using the products or services; or (c) if non-infringing products or services or a license to use cannot be obtained on a commercially reasonable basis, either party may terminate the use of the infringing products or services without any liability.

7.  NO EXPRESS OR IMPLIED WARRANTY. THE PRODUCTS AND SERVICES MADE AVAILABLE UNDER THESE TERMS ARE PROVIDED “AS-IS.” CPP MAKES NO REPRESENTATION OR WARRANTY REGARDING THE PRODUCTS OR SERVICES, INCLUDING ANY REPRESENTATION THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, CPP DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

8.  LIMITATION OF LIABILITY. YOU UNDERSTAND AND AGREE THAT CPP’S LIABILITY TO YOU, REGARDLESS OF LEGAL THEORY, SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT IN ANY CIRCUMSTANCES EXCEED THE RETURN OF THE AMOUNT OF FEES PAID TO CPP VIA ORDERS PLACED PURSUANT TO THESE TERMS. UNDER NO CIRCUMSTANCES SHALL CPP BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCURRED BY YOU OR ANY THIRD PARTY, INCLUDING (BUT NOT LIMITED TO): LOSS OF INFORMATION, PROFITS, BUSINESS OPPORTUNITIES OR GOODWILL, EVEN IF CPP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CPP WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY FOR YOUR DECISIONS BASED ON INFORMATION PROVIDED IN THE PRODUCTS OR SERVICES MADE AVAILABLE UNDER THESE TERMS, NOR FOR ANY NEGATIVE IMPACT ON BUSINESS PROCESSES FROM RECOMMENDED ORGANIZATIONAL DEVELOPMENT STRATEGIES. CPP PROVIDES ANY SUCH RECOMMENDATIONS FOR INFORMATIONAL PURPOSES ONLY. THE USE OF ANY SUCH STRATEGIES IS DONE COMPLETELY AT YOUR OWN RISK.

9.  General Provisions.

10.  Definitions. The following terms are defined as follows: