Terms and Conditions of Sale and Use of ClickReport Products 1. ACCEPTANCE OF Ts & Csa Sales of ClickReport Products by ClickReport LLC and the purchase and use of Products by Customer are conditioned upon acceptance of these Ts & Cs. Customer agrees to these Ts & Cs by submission of User Acceptance Form, order(s) for website access, or by paying part or all of a ClickReport Invoice. These Ts & Cs constitute the entire agreement between ClickReport LLC and the 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 the sole owner of ClickReport. 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 Ts & Cs do not apply to those persons covered by that law. 2. Warranty ClickReport warrants that the ClickReport Products published directly or under license by ClickReport 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 Other Publisher’s Product or to any infringement arising from the use of the ClickReport Products in combination with any systems, software, or equipment, supplied by a third party. If Customer promptly notifies ClickReport of an infringement claim concerning a ClickReport Product and accords ClickReport the right, at its sole option and expense, to handle the defense of the infringement claim, ClickReport will indemnify and hold the Customer harmless from/against such infringement claim related solely to that ClickReport Product. ClickReport may, in its sole discretion, furnish the Customer with a non-infringing replacement product within sixty (60) days or repurchase the remaining unconsumed ClickReport Product. EXCEPT AS STATED HEREIN, CLICKREPORT MAKES NO OTHER 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. Limitation of Liability and Limitation on Claims IN NO EVENT WILL CLICKREPORT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT, PURCHASE OR USE OF CLICKREPORT PRODUCTS OR SERVICES. NOTWITHSTANDING ANY OTHER PROVISION OR AGREEMENT BETWEEN THE CUSTOMER AND CLICKREPORT, CLICKREPORT’S TOTAL LIABILITY TO ANY PARTY, ARISING OUT OF THIS AGREEMENT, PURCHASE, OR USE OF PRODUCTS, EXCEPT AS IT RELATES TO CLICKREPORT’S WILLFUL MISCONDUCT, WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE PRODUCTS OR SERVICES. 6. Use of Product Customer agrees that it is the Customer’s responsibility to use any Products in accordance with ClickReport’s Qualification Policies & User Acceptance Form and applicable professional guidelines. 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. ClickReport 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 any remote method. Users must agree to guard against the improper use of the Products in order to retain the right to purchase those Products. To protect their security and value, Products may not be resold, re-licensed, transferred or otherwise further distributed without prior written permission from ClickReport. Reselling on any online site or by any other method is strictly prohibited and will disqualify the reseller from future purchases of ClickReport Products or Services. The Customer’s purchase of ClickReport Products does not grant the Customer a right to reproduce additional copies of materials or content or enter any content into a computer medium, such as non-ClickReport software. However, if the Customer licenses and uses ClickReport 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. No adaptations, translations, modifications, or special versions may be made without prior permission in writing from ClickReport (see Section 10). Violation of these Ts & Cs may result in the revocation of a Customer’s right to purchase as a qualified Customer. 7. Copyright and Trade Secrets ClickReport 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.ClickReport 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 HIPAAh 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 ClickReport trade secrets or confidential information may cause ClickReport irreparable harm for which remedies other than injunctive relief may be inadequate. 9. Indemnification To the extent permitted by law, Customer agrees to hold harmless, indemnify and defend ClickReport 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 ClickReport 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. 11. Payment ClickReport accepts payment by check, money order, or Visa, MasterCard, American Express or Discover credit cards. Payment must accompany order. ClickReport will invoice institutional Customers if orders are received on official purchase orders with tax exempt certificate on file at ClickReport (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 reasonable attorney orcollection fees incurred by ClickReport 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. ClickReport will collect and report state and local taxes applicable to the Customer’s shipping address. 12. Modifications of Terms and Conditions ClickReport reserves the right to amend pricing and these Ts & Cs at any time without prior written notice. ClickReport, without any penalty or liability, reserves the right to (a) publish or replace current products with new, revised, or updated products at any time; and (b) place any product “out of print” or discontinue offering the product for purchase.
All ClickReport subscriptions include a 7-day free trial. After 7 days, the chosen service is billed in advance on a monthly or annual basis and is non-refundable. ClickReport does not offer prorated refunds for canceled subscription plans. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.