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.
1.1. Orders. Customer and its affiliates may order CPP’s products (a) online via www.cpp.com; (b) by phone at 1-800-624-1765; (c) by fax at 650-969-8608; or (d) by mail (each, an “Order”).
1.2. Fees. Customer shall pay all fees, charges, taxes, and other sums owed under an Order. Except as provided in Section 2 below, Customer’s payment for sums owed under these Terms shall be non-refundable and the parties may not cancel any Order unless they mutually agree in writing.
1.3. Payment Terms. Customer shall pay to CPP the amount stated in such an Order within thirty (30) days of the issuance date of CPP’s invoice related to that order. Customer shall maintain complete and accurate billing and contact information with CPP.
1.4. Taxes. Customer shall be responsible for and shall pay all applicable Taxes. For purposes of this Section, Taxes do not include any taxes that are imposed on or measured by the net income of CPP.
1.4.1. Tax Exemption. If Customer is exempt from any such Taxes for any reason, CPP will exempt Customer from such Taxes on a going-forward basis once Customer delivers a duly-executed, signed and dated, valid exemption certificate to CPP’s tax department and CPP’s tax department has approved such exemption certificate. Customer shall keep such exemption certificate current; once expired, CPP will resume charging Taxes. If for any reason a taxing jurisdiction determines that Customer is not exempt from such Taxes and assesses CPP for such Taxes, Customer agrees to pay CPP such Taxes, plus any applicable interest or penalties. Please send such exemption certificates directly to:
CPP, Inc.—Tax Department
185 N Wolfe Rd.,
Sunnyvale, CA 94086
1.6. Additional Requirements for Restricted Instruments. Certain of CPP’s assessments are considered “Restricted Instruments” and have additional requirements:
1.6.1. Required Interpretation. For administration of Restricted Instruments, Customer acknowledges and agrees that Customer shall provide an Interactive Interpretation Session to each respondent who completes a Restricted Instrument. For Restricted Instruments, Customer may only use the resulting Item Responses or report if Customer offers assistance or counseling that is more comprehensive than simply providing or passing along a third-party’s assessment scores or results.
1.6.2. Ethical Compliance. If Licensee’s use of the Elevate platform involves the administration of one or more Restricted Instruments, then Licensee’s use of the Elevate platform must be in accordance with applicable ethical standards, such as the Ethical Standards of Psychologists established by the American Psychological Association, or the Standards for Educational and Psychological Testing, published by the American Educational Research Association.
2.1. Kits & Money-Saving Packages. Kits and Money-Saving packages must be returned in their entirety.
2.2. Electronic Products. All sales of electronic products (including, without limitation: .pdf documents, videos/DVDs, and slideshow presentations) are considered final.
2.3. Assessment Results. Assessment results are not eligible for return, exchange, or credit.
2.4. Account Credits. Account credits are good up to twelve (12) months from the date of issuance.
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.
4.1. Trademark Guidelines. You agree at all times to follow CPP’s Trademark Guidelines.
5.1. Term. These Terms shall be in effect for as long as you continue to order from CPP, or until CPP superseded by a new version issued by CPP.
5.2.1. By Either Party for Material Breach. If either party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving notice of such breach, then the other party may terminate these Terms. Should a party terminate these Terms in this way, Customer will not be relieved of its obligations to pay for sums already owed to CPP.
5.2.2. By CPP for Convenience. CPP may terminate these Terms for any reason by providing you with thirty (30) days’ notice. Should CPP terminate these Terms in this way, you will not be relieved of your obligations to pay for sums already owed to CPP.
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.
9.1. Entire Agreement. These Terms and the details of your Order represent the entire agreement that applies to the products that you purchase from CPP. These Terms supersede any prior terms (including, but not limited to, purchase orders, Customer-generated agreements, or other Customer-generated forms) to the transaction(s) contemplated by these Terms, unless the parties mutually agree otherwise in writing. Notwithstanding anything to the contrary, these Terms do not govern the purchase of online assessments or other products purchased through SkillsOne® or Elevate®.
9.2. Governing Law. These Terms, and any disputes arising out of or related to these Terms, shall be governed exclusively by the internal laws of the State of California, without regard to its conflict of laws provisions.
9.3. Arbitration. All claims and disputes arising under or relating to these Terms are to be settled by binding arbitration in Santa Clara County, California. An award of arbitration may be confirmed in a court of competent jurisdiction, and the arbitrator may award reasonable attorneys’ fees to the prevailing party. Arbitration shall be held in front of a single arbitrator selected by JAMS Endispute.
9.4. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, then that provision shall be severed from these Terms, and the remaining provisions shall remain in effect.
9.5. No Waiver. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. Other than as expressly state herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
9.6. Survival. The following provisions shall survive any termination or expiration of these Terms:
9.6.1. Section 1.2, Fees;
9.6.2. Section 1.3, Payment Terms;
9.6.3. Section 1.4, Taxes;
9.6.4. Section 3, Product Availability;
9.6.5. Section 4, Intellectual Property;
9.6.6. Section 8, Limitation of Liability; and
9.6.7. Section 9, General Provisions.
10.1. “Affiliate” means an entity that controls, is controlled by, or under common control with, a party to these Terms.
10.2. “Interactive Interpretation Session” means providing real-time feedback and interpretation to a person who takes a Restricted Instrument, which feedback may be delivered in person, over the phone, or through contemporaneous text or video chat.
10.3. “IP Claim” means a claim that the products or services made available under these Terms infringe any U.S. patent, copyright, trade secret, or other form of intellectual property.
10.4. “Order” means the MBTI®, CPI 260®, Strong Interest Inventory®, and FIRO® instruments, as well as future instruments that CPP may, in its sole discretion, deem to be a Restricted Instrument.
10.5. “Restricted Instruments” means the MBTI®, CPI 260®, Strong Interest Inventory®, and FIRO® instruments, as well as future instruments that CPP may, in its sole discretion, deem to be a Restricted Instrument.
10.6. “Taxes” means all applicable federal, state, and local taxes, duties, fees, charges, surcharges, or other similar exactions imposed on or with respect to the services and/or the license or sale of products that are the subject of these Terms, whether such taxes are imposed directly on Customer or upon CPP, and include (but are not limited to) sales and use taxes, goods and services taxes, and value-added taxes.
10.7. “Terms” means these CPP.com Purchase Terms & Conditions.