Assessment Taker Agreement

Background

The Predictive Index, LLC (“PI,” “we,” “our,” or “us”) is a cloud-based SaaS platform that provides our Clients with Talent Optimization software and other products and services (collectively, the “Software”).

Our clients are typically employers, partners, coaches, consultants and other organizations that contract with PI to use its Software (“Clients”). Clients or their agents typically then request or require individuals like you (“you” or “Assessment Taker”) to take the assessments provided through the Software (each an “Assessment”, collectively the “Assessments”).

This Assessment Taker Agreement (“Agreement”) contains the terms and conditions for accessing and taking our assessments, so if this Agreement doesn’t work for you, we’re sorry but you cannot take our assessments. By electronically acknowledging this document, you agree to this Agreement and the two linked documents listed at the end of this Agreement.

1. User’s Authorized Use and Restrictions

You make the following representations and warranties regarding your access to and taking of the Assessments:

  1. You will comply with all applicable laws and you acknowledge that PI is not responsible for advising you on compliance with any applicable Laws.
  2. By entering into this Agreement, you agree to also abide by our Website Terms of Use.
  3. You will not attempt to gain unauthorized access to the Software or related systems or networks or disrupt the integrity or performance of the Software or third party data contained therein.
  4. You will not allow access to or use of the Assessments to others. You will not allow someone to take the Assessments on your behalf.
  5. You will not use, modify, copy, or create derivative works based on the Assessments or PI’s other intellectual property, or any part, feature, function, or user interface thereof. PI shall own all derivative works. You will not use our Assessments or derive information from our Assessments for purposes of reselling, copying, distributing, posting, advertising or disclosing the content therein. For avoidance of doubt, you cannot use the Assessments for purposes of creating competitive projects or otherwise copying the information, such as screenshotting questions or results.
  6. You will not disassemble, reverse engineer, or decompile the Software or Assessments, or any part thereof, or otherwise access our Assessments to copy the ideas, functions, graphics, or other features or to build a competitive or “preparatory” product or service.
  7. You will not access the Assessments if you are a competitor or to monitor the availability, performance, or functionality or for any other benchmarking or competitive purposes.
  8. You acknowledge that our Assessments are not designed to comply with industry-specific regulations, including without limitation, HIPAA, GLBA, or FISMA. Therefore, you will not disclose, store or transmit any communications subject to these laws in or through the Software.
  9. You consent to PI’s use and disclosure of information you enter into the Assessment or otherwise provide to PI, including but not limited to disclosure to PI’s Clients, partners, for purposes of using AI tools and any and all other business purposes.

2. Data and Privacy

  1. Ownership and Representations. You have no right to ownership in the data entered into the Assessment or Software and have no expectation of privacy as to such information.
  2. Our Use of Your Data. You grant us ownership in all materials submitted by you in the process of accessing and taking the Assessment. We may monitor your access to and usage of the Assessments. Such usage information may be utilized by us and provided to the Client that requested you complete the Assessment (your potential or current employer) for business needs relating to our relationship with our Clients.
  3. Privacy Laws; EU/EEA Processing. If you are an individual user who is not taking an Assessment at the request of one of our Clients, for the purposes of privacy laws, PI is the data controller, “business” or equivalent and the “service processor” or equivalent. As such, PI determines the purposes for which and the means by which the data is collected. If you are an individual user located in the European Union or the European Economic Area, our legal basis for collecting and using your Personal Information will likely be (i) your consent (which you provide in this Agreement); (ii) your consent (by taking the Assessment); and/or (iii) performance of a contract. For more information on how we use your Personal Information if you are an individual user, please see our Privacy Policy.
  4. Security. PI has implemented and will maintain information security practices and safeguards as described in our Trust Center, which include physical, organizational, and technical measures designed to preserve the security, integrity, and confidentiality of the Software and to protect against information security threats. PI may update such security practices and safeguards from time to time, provided that any such update does not materially reduce the overall level of security or commitments as described therein.

3. PI Disclaimers

  1. We do not warrant that the Assessments or Software will perform in accordance with any specifications, documentation, or other standards, nor do we make any warranties as to the results obtained from the use of the Assessments or Software. We do not warrant the Software or Assessments will be available in an uninterrupted capacity, be error-free or bug-free, or provide complete or accurate data. We shall not be liable to you or any other entity or person for the inability to use the Assessments, or for any inaccuracies, errors, omissions, delays, computer viruses or other infirmity or corruption, damages, claims, liabilities, or losses, regardless of cause, in or arising from the use of our Assessments. We reserve the right to modify, change, update, or discontinue any aspect of the Assessments or Software at any time

    The Software may utilize artificial intelligence and you consent to the information you enter being used by artificial intelligence.

4. Indemnification, Liability And Confidentiality

  1. Indemnification. You will indemnify, defend and hold us harmless, at your expense, against any action or claim brought against PI (and our officers, directors, employees, agents, service providers and licensors) to the extent that such action is based upon or arises out of (a) your unauthorized or illegal use of the Assessments, (b) your noncompliance with or breach of this Agreement, or (c) all legal fees and costs should your use of the data result in infringements on our intellectual property. We will: (x) notify you in writing within thirty (30) days of our becoming aware of any such claim; (y) give you sole control of the defense or settlement of such a claim; and (z) provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
  2. Liability. Notwithstanding anything to the contrary in this Agreement, PI’s maximum aggregate liability to you related in any way to or in connection with this Agreement, including your access to the Assessments, shall be limited to the lower of: (a) $250 and (b) the amount of estimated pro-rated fees actually paid by the Client procuring the Software for your use that would reasonably correlate to your individual use of the Software. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS, REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT ANY PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
  3. Confidentiality. “Confidential Information” means all information provided by PI (“Disclosing Party”) to you (“Receiving Party”) or made accessible to you by PI in connection with your access to the Assessments, whether orally or in writing that is designated as confidential or is, by its nature, deemed to be confidential. Confidential Information will include PI’s assessments and reports, the features and functionalities of the Assessments, the Software, technical data, and the terms of your use. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party before receipt from the Disclosing Party. The Receiving Party will: (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than commercially reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information to any third party (except our third party service providers), and (iv) limit access to Confidential Information to its employees, contractors, advisors and agents. You agree not to disclose PI’s Confidential Information.

5 Other Important Stuff

  1. Reservation Of Rights. Subject to the limited rights expressly granted hereunder, we reserve all right, title and interest in and to the Software, including all related intellectual property rights, and you shall not make a claim to the contrary. For the avoidance of doubt, this reservation of rights specifically includes, without limitation, the Assessments and any reports generated via the Software distributed to you. You acknowledge that you have not been granted any rights, except as expressly provided herein, and that misappropriation or unauthorized disclosure or use of the Assessments, Software, or intellectual property by you or others would cause irreparable harm in a manner for which damages would not be an adequate remedy, and therefore, we are entitled to seek injunctive or equitable relief to restrain any actual or threatened breach of the Agreement and we are further entitled to immediately suspend access to your account(s).
  2. Governing Law. The State of Delaware’s laws, except for conflict of laws rules, will apply to any dispute related to this Agreement.
  3. Arbitration. The parties agree than PI’s actions other than to enforce the restrictions in this Agreement (“Excluded Claims”), all other disputes between You and PI, including PI’s affiliated entities, parent company, owners, directors, employees, workers and agents (“PI Parties”) must be filed in binding individual arbitration through Judicial Arbitration and Mediation Service (“JAMS”). The parties agree to file the Arbitration in Boston, Massachusetts or through the JAMS virtual division (https://www.jamsadr.com/online, conducting the arbitration in fully remotely). The parties agree to limit all written discovery to one thousand (1,000) pages of documents in the mediation.

    As you know, PI Parties are not your employer and do not make decisions regarding your employment or application for employment. If a claim based upon employment is brought, note this arbitration agreement would also cover employment claims, such as wage and hour claims, breach of contract, torts, violation of public policy, discrimination, harassment, and any other employment-related claim under any state or federal statutes or laws. For avoidance of doubt, claims covered by this arbitration provision include all claims, past, present and future. This arbitration provision also covers any and all claims that PI may have against you arising out of your use of the Assessments or PI’s Client’s use of the Software with respect to you except for Excluded Claims. This arbitration agreement is governed and enforceable under the Federal Arbitration Act (“FAA”).

    You agree to give PI a demand concerning the dispute twenty (20) days before filing an arbitration action. The arbitration will be conducted by one neutral arbitrator as the exclusive remedy for such controversy, claim or dispute. The arbitrator shall issue a written decision stating the essential findings and conclusions on which the award is based, and shall have full authority to award all remedies that would be available in court. The parties agree to abide by any award issued by the arbitrator. The parties shall pay all arbitrator’s fees and any arbitration administrative expenses evenly. If you feel that you cannot afford to pay for the arbitration, you may submit a request to PI pay for the arbitration, which PI will have two weeks to respond to in writing (and may in its sole discretion grant or deny such request). Any judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration agreement does not include any claim which by law is not subject to mandatory arbitration, including workers’ compensation, unemployment compensation benefits, and administrative charges for unfair labor practices brought before the National Labor Relations Board (NLRB).

    New Jersey Users Only: New Jersey users may choose to file, but are not required to file, New Jersey Law Against Discrimination claims in arbitration and may opt to file such claims in court.

    Maryland Users Only: If the FAA does not apply, the agreement will be governed by Maryland Uniform Arbitration Act (MUAA) pursuant to Md. Code Ann., Cts. & Jud. Proc. § 3-206.

    California Users. Nothing in this Agreement shall be interpreted to mean that you are precluded from filing complaints with the California Civil Rights Department (CRD). The class action waiver applies to any claim you bring as a private attorney general (“PAGA”) on your own behalf and not on behalf of others. You understand that, if you bring a PAGA action, your individual claims must be arbitrated prior to any state court action on behalf of others. Disputes California users have regarding the validity, enforceability or breach of the class action waiver may be resolved only by a civil court of competent jurisdiction. PI agrees to pay the costs of arbitration if your use was in connection with a Client’s employment or potential employment and you are in California.

    Users Outside of the United States. The arbitration provision will not apply to you if you reside in a jurisdiction where the provision is illegal.
  4. Entire Agreement. This Agreement, is the entire agreement between the parties regarding the subject matter herein, and supersedes all other representations, warranties, and agreements.
  5. Assignment. Neither party may assign any of its rights or obligations under this Agreement to anyone else, without the other party’s prior written consent. However, PI may assign this Agreement without the other party’s consent only in connection with a merger, acquisition, or by a sale of substantially all of its assets. The surviving entity in the transaction will be included in the definition of Predictive Index, LLC.
  6. Relationship of the Parties. PI is not your employer or principal. PI has no special obligations to you. PI is also not Client’s “agent” or a “joint employer” of any of Client’s employees and is not responsible for Client’s decisions regarding employees or applicants. Client is responsible for making all decisions, including employment decisions, independently from PI. You do not have a claim against PI if its Clients, partners or other subscribers decide not to hire you or to fire you, even if PI provides inaccurate, incorrect, or defective information.
  7. Waiver. Our failure to enforce our rights under this Agreement will not be construed as a waiver of those rights.
  8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void without any effect to the remaining provisions.
  9. Feedback. You may provide us with feedback concerning the Assessments or Software or you may provide us with other comments and suggestions for new products, features, or improvements (collectively, “Feedback”). You grant us an unrestricted, irrevocable right to use such Feedback. All Feedback you provide to us shall be provided on an “as is” basis with no warranty. For the sake of clarity, you are not obligated to provide us with any Feedback under this Agreement.

You also agree to the Website Terms of Use.

“Website Terms of Use” can be found here:

https://www.predictiveindex.com/terms/website-terms/

Last modified November 13, 2026.