Use of Product
It is the Purchaser’s responsibility to use any products purchased from MHS in accordance with MHS 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 MHS products are meant to be used as tools to supplement the overall assessment process, and are not intended or designed to be used alone or to replace professional judgment.
The Purchaser acknowledges and agrees the contents of MHS products may constitute trade secrets, which include confidential and proprietary material, information, and procedures. The 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. The Purchaser acknowledges and agrees that the use or disclosure of trade secrets in a manner inconsistent with the provisions of this Agreement may cause MHS irreparable damage for which remedies other than injunctive relief may be inadequate. Accordingly, you agree that in any request by MHS 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 MHS Test Disclosure Policy for more information.
MHS products are protected by various intellectual property laws, including copyright and trademark. Printing or reproducing copyrighted materials or content including test items, scales, and scoring algorithms 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, or reproduce the contents into a scoring system or software, unless you have received written permission. For more information regarding how to obtain permission to reproduce, alter, or translate MHS Products, see Translations and Permisions.
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.
MHS makes no 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 saleable condition of the materials), at MHS’ 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. MHS 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 MHS be liable for damages arising under this agreement, or otherwise arising from the order(s) contemplated under this agreement, in excess of the amounts paid for the product(s) which directly caused the damage.
To the extent permitted by applicable federal and state or provincial law, the Purchaser shall indemnify, defend, and hold harmless MHS, its directors, officers, employees, and agents from any and all claims, suits, damages, liability, losses, fees, and expenses (including reasonable attorneys’ fees) resulting from or arising out of any act or omission of the Purchaser under these Terms.
Waiver and Governing Law
These Terms may not be waived, amended, or modified, except by prior written agreement by MHS. 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 Ontario law and Canadian law.
* Unlimited use software cannot be returned after thirty (30) days unless otherwise approved by MHS.