Hello Talent Optimizer!

Please take the time to read these Partner Program Terms of Use (“Terms”) carefully. By signing the Addendum(s) and participating in our Partner Program (“Program”), you agree to these Terms, which will result in a legal agreement between you and The Predictive Index (“Agreement”). By agreeing to the Terms, you are also agreeing to any document incorporated by reference, including our Privacy Policy.

The Predictive Index (“Predictive Index,” “PI,” “we,” or “us”) is a cloud-based Talent Optimization platform that allows Partners and Clients to align people with business strategies. The platform consists of products that contain our Software, Content and/or Other Products that we may develop from time to time (“Products”).

PI is a Delaware limited liability company whose legal name is Predictive Index, LLC. We have employees, independent contractors, and representatives. As a reseller of the Products or as a representative of an entity that’s a reseller of the Products, you’re a “Partner” according to the Agreement (or “you”).

Looking for a capitalized/defined term? We’ve included a glossary of definitions that should help you understand these Terms located in Appendix A. We tried to make this Agreement easy for everyone to read (including non-lawyers), but at the end of the day, there’s only so much we can do! Let’s begin with the basics.

The Agreement defines the terms and conditions for reselling the Products, so if the Agreement doesn’t work for you, you won’t be able to resell our Products. If it does, we are excited to have you as a Partner. If you have any questions about our Terms, feel free to contact us.

Partner Program Details

  1. Overview (everything contained here is subject to these Terms)
    1. You will use best efforts to sell and positively promote the Products to Clients in accordance with your specific Addendum(s).
    2. You will report to us any Products sold via the order process in our Partner Guidebook (“Order Process”).
    3. We will bill the Client directly for any Software purchased.
    4. You will bill the Client directly for any consulting services (not including Software) purchased by Client. If the consulting services contain our Content, then you agree to pay us the Content Licensing Fee(s).
    5. We will send you a monthly statement that will detail any Commission(s) that are due to you and what Content Licensing Fees are owed to us per your Addendum(s).
  2. Addendum(s)
    When you sign each Addendum(s), you agree to these Terms. These Terms are incorporated into each Addendum and the Agreement between you and PI is formed. Each Addendum will include, among other things, your rights to promote and sell certain Products or selling programs, Commissions, Content Licensing Fees and other important terms. We may also invite you to participate with certain special promotions or selling incentives from time to time, and we may ask you to sign Addendum(s) in connection with those. You can only promote and sell Products that you’ve signed an Addendum for.In the event of any inconsistency between the statements in these Terms, Addendum(s) and any related policies, ancillary agreements, exhibits and schedules (other than an exception expressly set forth as such in an Addendum), the statements in these Terms shall control.
  3. Program Eligibility
    In order for you to become a Partner and sell our Products, you must at all times (i) agree and comply with these Terms; and (ii) comply with the Partner Guidebook.You represent and warrant that you meet all the requirements listed above, and that you won’t use or sell the Products in any way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise. We may change eligibility requirements at any time.
  4. Your Appointment as Our Partner
    We grant you, subject to the limitations in the Agreement, a revocable, non-exclusive, non-transferable right, solely during the term of the Agreement, to: (i) demonstrate, promote and offer for sale the Products to your prospects and Clients, and (ii) to provide Clients access to use the Products in accordance with the Agreement and the Terms.
  5. Your Consulting Services and Your Clients
    You represent and warrant that you and your Client(s) have a valid and binding legal agreement (“Service Agreement”), which needs to include the scope of your consulting/professional services, compliance with applicable laws (including data privacy laws) and any other language that you need to run your business with your Client(s).We rely on the Service Agreement to define your role as a service provider or processor to the Client, which allows this Agreement to properly define our role as co- or sub- service provider or processor to you and the Client for Privacy Law purposes.
  6. Our Products and Your Clients
    Every Client who purchases Products enters into a valid and binding legal agreement (“Client Software Agreement”) between PI and the Client, which includes our Product(s) terms and conditions. As a reminder, (i) we will bill the Clients for any Software; (ii) you will bill the Client for any consulting services you provide them; and (iii) if your consulting services contain any Content, we will bill you for Content Licensing Fees.If a third party does not have a Client Software Agreement with us (i.e. not a Client), then you cannot, without the express written permission from PI: (i) allow any third party to use the Products or Trademarks; or (ii) administer the Products, or provide reports, recruiting or recommendations in connection with the Products to any third party (other than incidental no-charge sales demonstrations).Additionally, you are not allowed to sell, teach, train, or in any way provide the Products to any employment agency, company, individual, or consulting firm that will (i) use the Products for their clients in providing search, recruiting or placement services; or (ii) provide or offer services in personnel appraisal or assessment, or psychological testing or measurement of any kind, or organization analysis, or morale or attitude surveys, or personal or vocational counseling, nor shall any use of the Products by any such company, agency or individual be permitted by Partner.PI reserves the right to take whatever steps may be necessary to ensure that the teaching and servicing of the Products to Clients meets our reasonable quality standards, including but not limited to contacting Clients to address outstanding issues or assess their needs. Some considerations may include, but are not limited to: (i) assurance of the best possible Products and continuing service to the Clients; (ii) the Client’s preference for a certain Partner; and (iii) equal and fair consideration of the interests of the Partners involved. PI may in its sole discretion appoint another Partner or PI, to service a Client. In such case, your Commission(s) may change to reflect such changes. A Client’s preference for a specific Partner will be given priority if deemed reasonable and practical by PI. PI will not itself solicit or encourage Clients to choose a specific Partner nor will we direct others to proactively solicit or encourage partners to solicit a Client’s preference for a specific Partner.
  7. Certain Client Relationships
    We understand that before you make a sale to a Client, you may wish to demonstrate our Products by administering our Products to individuals in their own capacity and not in their capacity on behalf of his or her company. In that case, you understand you are acting as a controller and we are acting as a processor, and we will only allow you to do so by signing our Data Processing Agreement (“DPA”). If you have not signed the DPA, then you are in breach of this agreement.
  8. Training
    PI may require trainings for Partners or on new Products from time to time, and you agree that you will successfully complete these trainings.
  9. Client Service Obligations
    You will be responsible for all Client questions and requests for additional support or training for Products. We will support you by providing reasonable technical assistance from time to time that you (or your Clients) may request from us to help support your Clients. This service clause does not grant access to Client data.We will provide you with reasonable technical assistance and/or information as necessary for you to become familiar with the use of the Products. These may take the form of webinars or other resources at our sole discretion.
  10. Term
    The term of the Agreement (the “Term”) begins on the date specified in the Addendum you sign. The Term will continue until you or we terminate the Agreement in accordance with these Terms, whichever happens first.
  11. Termination for Convenience
    Each of us can terminate the Agreement at any time and for any reason by giving thirty (30) days’ written notice to the other party (“Termination for Convenience”). We may suspend services at any time, with or without cause (e.g. technical upgrades/fixes, the reasons stated in Section 6, etc.). If PI elects a Termination for Convenience, PI will pay you an amount equal to two times (2x) Commissions you received during the twelve (12) month period prior to termination.Upon notice of any Termination for Convenience, you agree to transition to PI or its designee, all of your Clients in a prompt and orderly manner. The 2x Commission for PI’s Termination for Convenience, shall be paid by PI in two equal installments. The first installment shall be paid sixty (60) days after the effective date of termination, and the second and final installment shall be paid one hundred and eighty (180) days after the effective date of termination. You will not be entitled to any additional commission, fees, or compensation of any kind after termination of the Agreement, except as specifically set forth here.
  12. Termination for Cause
    We may terminate the Agreement if you (i) breach any of your representations, warranties or covenants, (ii) fail to fulfill any of your obligations under the Agreement, (iii) become insolvent, file for bankruptcy or make a general assignment for the benefit of your creditors, or (iv) if you in any way exceed the scope of the rights and licenses granted under the Agreement by giving written notice to you specifying in reasonable detail the nature of such breach, failure or excess (“Termination for Cause”). The termination will become effective upon giving notice of the breach, failure or excess.Immediately upon a Termination For Cause, you must transition to PI all Clients for which you are the agent of record. For the sake of clarity, the buyback provisions in Section 11 shall not apply.
  13. After Termination
    Upon termination or expiration of the Agreement for any reason, your access to the Products will be shut off, and you must immediately discontinue all use of the Products and Intellectual Property.Upon termination of this Agreement for any reason, you and your affiliates will not, intentionally interfere in any material respect with the business relationships between PI and any Client for a period of two (2) years following such termination. This includes, but is not limited to, soliciting or inducing, or attempting to solicit or induce, any Client to discontinue its relationship with PI or any other Partner, or to otherwise discontinue any Client’s use of PI’s products or services.
  14. Changes
    We may change the Agreement, Terms or any Addendum(s) by providing you with thirty (30) days’ written notice of our revisions, which may be posted on our Website or within our Products, sent to you by email or any other reasonable means. Unless you terminate your Agreement, (i) any changes to Commissions based on a percentage of price will be effective immediately and apply on a go-forward basis (excluding renewals of prior Product sales unless PI, in its sole discretion, pays a Renewal Change Fee); and (ii) all other changes in the Agreement will be effective immediately and apply to any continued or new participation in our Program. We may change or discontinue Products or any features of any Product at any time. We also have the right to implement further policies and procedures related to Partner’s use or demonstration of the Products and Trademarks at any time.A “Renewal Change Fee” is two times (2x) the difference between: (i) the previous Commission rates as applied to the Partner’s previous twelve (12) months of billings prior to the change; and (ii) the new Commission rates as applied to the Partner’s previous twelve (12) months of billings prior to the change.EXAMPLE: If the Commission is 50% on a specific product that had gross billings for that product of $100k over the past 12 months, this would make the Partner’s Commission $50k on that product. If PI changed this Product to a 30% Commission, then PI would pay the Partner $40k (20%*$100k*2).

Billing and Payment

  1. Order Process
    All sales of our Products to Clients will comply with our Order Process. You will not charge or receive any other payment whatsoever from any Client for the sale of Products that are not reflected via the Order Process. We may, in our sole discretion, approve or reject any potential Client.
  2. Client and Partner Invoices
    When you or a Client submits an order, the following will occur: (i) we will send an invoice to the Client for any Software purchases; and (ii) we will send you an invoice that will reflect your balance of Commissions and Content Licensing Fees. You agree that we have the right to offset or recoup any amounts owed to you (e.g. Commissions) under or in connection with the Agreement against any payments owed to us (e.g. Content Licensing Fees) under the Agreement.
  3. Your Commission(s)
    We will pay commission(s) in accordance with the procedures, rates, information and other terms and conditions described in these Terms and the applicable Addendum (“Commission”). If you are due a Commission, Commission payment(s) shall be made within thirty (30) days after the end of the calendar month in which we received an order. If we do not receive payment in respect of any invoice from any Client, within ninety (90) days of issuance, upon notice to you, we will issue a credit to the original invoice and deduct the Commission paid to you with respect to such unpaid invoice from subsequent commission payments. The Commissions paid to you by us under the Agreement shall constitute the full compensation to which you shall be entitled under the Agreement.
  4. Our Content Licensing Fees
    Unless permitted by PI, if you sell any Content you will pay PI a license fee in accordance with your applicable Addendum (“Content Licensing Fee”). Once the Content Licensing Fee is reported by you, the earnings process will be complete for accounting purposes.

Representations and Warranties

By signing the Agreement, you are also making the following representations and warranties:

  1. You have entered into Service Agreements with your Client(s), and you are solely responsible for delivering and billing for Content with Clients.
  2. You will use, sell, teach and service the Products only as they are provided to you by us (and as they may be revised, changed or amended solely by us) without making any modification of any kind without express permission and/or notification.
  3. You will submit true, accurate and detailed orders at all times, and you will not circumvent Content Licensing Fees by failing to report Content sales. You will not knowingly sell the Products to any Client that violates or intends to violate the Agreement or any applicable laws or regulations.
  4. You will not use or permit the use of the Products other than as permitted in the Agreement.
  5. You will not change, alter, or develop or permit the development of any software or other materials relating to the Products, including any translation of the Products to any other language without express permission and/or notification. PI owns all derivative works and Partner has to cease deviations upon notice.
  6. You will sell, promote, use and/or operate the Products and Trademarks in accordance with the highest business, professional and ethical standards as well as the training provided by PI. If you engage in any business practices or procedures that PI determines to be illegal, unethical, offensive or generally not in accordance with our reputation, we reserve the right to immediately terminate the Agreement for cause.
  7. If you are a business entity, your entity is and will remain duly organized, validly existing, and in good standing under the laws of the state of its incorporation or organization, and has all the necessary power and authority to enter into and comply with the Agreement.
  8. You will not export or re-export, and will use your best efforts to ensure that Clients do not export or re-export, the Products except in full compliance with all U.S. laws, rules, decrees, regulations, and executive orders, including without limitation the Export Administration Regulation of the U.S. Department of Commerce and the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. No products may be exported or re-exported into (or to a legal permanent resident of) any country to which the United States embargoes goods or to anyone on the United States Treasury Department’s list of Specially Designated Nationals or Blocked Persons or the U.S. Commerce Department’s Denied Persons List.
  9. You will comply at all times with all applicable international, national, regional and local laws and regulations in connection with the Products, including but not limited to tax and sales laws, employment laws, the Americans with Disabilities Act, and all Privacy Laws.
  10. You will comply at all times with all policies, guidelines and rules issued by PI relating to your use of the Products and Trademarks, as such policies may be amended, replaced, and revoked by PI in its sole and absolute discretion.
  11. You will not, during the Term, market any new personnel appraisal system, technique or service that competes with PI without PI’s written consent.

Our Rights

  1. IP Rights
    1. We own all proprietary rights in the Products, including, but not limited to, patents, trademarks(“Trademarks”), service marks, trade secrets, copyrights, domain names, and other intellectual property rights contained and embedded or arising under the Property (collectively, “Intellectual Property”). You will respect our Intellectual Property, and you may only use our trademarks according to our Brand Guidelines as well as the science guidelines.
       
      You are expressly prohibited from engaging in any of the following activities: (i) conducting statistical and validation studies of the Products; or (ii) copying, reproducing, translating, displaying, transmitting, editing, modifying, altering, or creating derivatives based upon or containing any portion of the Products or our Intellectual Property; or (iii) combining or incorporating any portion of the Products or our Intellectual Property with any other system, program, product, or service, including software of any type, of, in and/or to, the Product or computer program(s) unless we give you our prior written approval to do so in each case.Without limiting the foregoing, PI shall own all derivative works based upon creating, using and/or incorporating any portion of the Product. If you do create any derivative works based on or incorporating any portion of the Products or Intellectual Property, or if we otherwise approve the creation of derivative works by you, in whole or in part, you agree to assign and hereby do assign all right, title and interest in and to all such derivative works (including all intellectual property therein or related thereto) to us, and we will be the exclusive owner of all such right, title and interest.If you become aware of any third party’s infringement or unauthorized use of our Intellectual Property, you shall promptly report such infringement and/or unauthorized use. PI shall have the sole and exclusive right to take action against such third party, and, to the extent that PI takes any such action, Partner agrees to fully cooperate with PI and comply with PI’s request to produce documents or other evidence to support PI’s action, and/or join such action, all at PI’s cost and expense. Any recoveries received by PI as a result of such action shall be for the sole account of PI.
    2. The nature and quality of the selling of the Products, and all advertising, marketing, and promotion conducted by you or under your control or direction must be (i) of a level consistent with the nature and quality of goods, services and technology solutions offered in connection with the Products; and (ii) conform to standards set by, or approved by, and be under the control of, us, including (x) any product specification documents and other guidelines; (y) sales and/or marketing guidelines and (z) Brand Guidelines provided by us.
       
      You will not alter or modify the presentation of the Trademarks, or combine the Trademarks with any other trademark, service mark or logo, without our prior written approval. You will not take any action with any of the Trademarks that would adversely affect the Trademarks, the goodwill associated with the Trademarks, and/or PI’s reputation, including, without limitation, challenging PI’s ownership or right to use the Trademarks.
  2. Certain Client Rights
    As between you and Clients, Clients retain the right to access and use the Products pursuant to the Client Software Agreement. Clients will own and retain all rights to the Client data. Clients must affirmatively give you access and consent in order for you to see their Client data.

Confidentiality & Privacy

  1. Confidentiality
    Partner acknowledges that the Products and Intellectual Property are owned by PI and shall be held under a strict duty of trust solely for the purposes set forth in the Agreement and shall not be revealed, disclosed or divulged to any third person other than as specifically permitted under the Agreement. Without limiting the foregoing, for sake of clarity, the Agreement does not permit Partner to disclose the Intellectual Property to any third party, including but not limited to Clients. The obligations of confidentiality contained in this Section shall continue during the Term and survive termination and continue thereafter indefinitely. Notwithstanding the foregoing, Partner may disclose PI’s Intellectual Property solely to the extent required by applicable law or order of a court or governmental body of competent jurisdiction; provided, however, that Partner furnishes PI with prior written notice of any such contemplated disclosure and fully cooperates with PI in obtaining a protective order or other appropriate relief with respect to such disclosure. If PI is unable to secure a protective order or other appropriate relief, Partner shall, on the advice of our legal counsel, limit its disclosure of the Intellectual Property to that which is legally required and shall seek confidential treatment thereof.
  2. Privacy
    You will comply at all times with all applicable laws concerning data privacy and security (“Privacy Laws”), the Privacy Policy, and any and all other PI data privacy and security related policies with respect to the PI Product and any Client information you obtain or access in any way in connection with the Agreement.Partner shall enter into written agreements with each of its employees, agents, and authorized independent subcontractors that have access to Personal Information or any Intellectual Property, that imposes at least the same confidentiality, security and data protection obligations on such employees, agents, and permitted subcontractors as are imposed on Partner under the Agreement. In any case where Partner’s employees, agents, or authorized independent subcontractors fail to fulfill their confidentiality or data protection obligations under such agreement, Partner shall remain fully liable to PI for the performance of the employee’s, agent’s, or permitted subcontractor’s obligations. PI retains sole discretion in permitting Partner to use, and revoking permission to use, any Independent Subcontractor in connection with the Agreement.If Partner is aware of any breach or violation of a Client Software Agreement by a Client, it shall report the same to PI immediately. Additionally, if Partner becomes aware of information that is inconsistent with the terms of a Client’s Client Software Agreement, including but not limited to changes in Client company name or structure, or unauthorized use of the Products, it shall notify PI immediately.Partner shall also assist PI in its own compliance with all Privacy Laws, including without limitation, executing any documents necessary in connection with PI’s compliance thereof. Partner shall maintain appropriate technical and organizational security measures designed to ensure the security of the Personal Information and to protect Personal Information from loss, misuse, or unauthorized access, disclosure, alteration or destruction. Partner shall immediately notify PI of any loss, or unauthorized use or disclosure, of Personal Information whether by Partner or a permitted Independent Subcontractor. Unless specifically instructed by PI, or as authorized by PI, or as otherwise required by law or legal process, Partner shall under no circumstances share with any third party any Client data or information Partner obtains or accesses.

Liability

  1. Indemnification by PI
    We will indemnify, defend and hold you harmless from and against any and all damages, claims, demands, costs, and expenses (including reasonable attorney’s fees) brought by a Client against you, based upon an alleged infringement or misappropriation of any United States patent, copyright, trademark, or other intellectual property right by reason of such Client’s use of the Products (“Infringement Claim”). The foregoing indemnity shall not apply to the extent that the Infringement Claim is caused by or results from: (a) your combination or use of the Product with software, services, products or information developed by you or any third party, if the Infringement Claim would not have existed but for such combination or use; (b) your unauthorized modification of the Product if the Infringement Claim would have been avoided by use of the unmodified Product; (c) allegation of facts that, if true, would constitute your breach of the Agreement or any other PI policy; (d) your false, inaccurate or unauthorized statements or claims relating to the Product; (e) your use of one or more Trademarks in a jurisdiction in which such Trademark has not been registered with the trademark office of that jurisdiction; or (f) events or circumstances outside of our commercially reasonable control (including any third party hardware, software, or system bugs, defects or malfunctions.
  2. Indemnification by Partner
    You shall indemnify, defend and hold PI and our affiliate entities, and the directors, officers, employees, customers, licensors and contractors of PI and such affiliate entities, and the successors and assigns of any of the foregoing (the “Indemnitees”), from and against any and all liabilities, damages, settlements, claims, actions, suits, proceedings, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and other expenses of litigation) incurred by any PI Indemnitee based upon a claim by a third party, including without limitation any action by a government authority, to the extent resulting from: (a) your breach of any of your representations or warranties in the Agreement, including but not limited to a failure to comply with Privacy Laws; (b) your negligence, or illegal or willful misconduct in connection with the Agreement; (c) your failure to support Clients (other than as a result of a failure of PI to perform its support obligations under the Agreement or a Client Software Agreement); (d) any unauthorized claims, representations, warranties, or covenants you make with respect to the Products; or (e) otherwise arising out of the unauthorized marketing, promotion, commercialization or use of the Products and/or Trademarks pursuant to the Agreement.
  3. Limitation of LiabilityExcept as expressly provided otherwise in the Agreement, we shall not be liable for any loss or damage resulting from the offering for sale, the sale, or the administration of, or in any way related to, the use of the Products or Trademarks by you or a Client. In no event shall we be held liable for any special, indirect, incidental or consequential damages in any way resulting from the use of the Products by you or Client. It is further agreed that our collective aggregate liability to you hereunder for damages, regardless of the form of the action or basis for the claim shall not exceed the Commissions paid to you during the previous twenty-four (24) month period.
  4. DISCLAIMER OF WARRANTIESTHE TRADEMARKS ARE PROVIDED “AS IS.” PI MAKES NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHER, IN RELATION TO THE TRADEMARKS, PI PRODUCT OR THE AGREEMENT. WITHOUT LIMITING THE FOREGOING, PI EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE .

Other Important Stuff

  1. Entire Understanding
    The Agreement, together with these Terms, Addendums, Privacy Policy and any other documents incorporated herein by reference and all related exhibits and schedules, constitutes the entire agreement of the parties to the Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in these Terms or any Addendum(s) and the related exhibits and schedules (other than an exception expressly set forth as such in the Addendums), the statements in these Terms shall control.
  2. Further Actions
    You will provide all documents and take any actions necessary to meet your obligations and allow us to exercise our rights under these Terms.
  3. No Franchise or Business Opportunity Agreement
    The Parties are independent contractors and nothing in the Agreement shall be deemed or construed as creating a joint venture, employment, partnership, agency relationship, business opportunity, or franchise between PI and Partner. Neither Party, by virtue of this Agreement, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other Party. Each Party assumes responsibility for the actions of its personnel under this Agreement and will be solely responsible for their supervision, daily direction, and control, wage rates, withholding income taxes, disability benefits, or the manner and means through which the work under the Agreement will be accomplished. Except as provided otherwise in this Agreement, Partner has the sole discretion to determine Partner’s methods of operation, Partner’s accounting practices, the types and amounts of insurance Partner carries, Partner’s personnel practices, Partner’s advertising and promotion, Partner’s customers, and Partner’s service areas and methods. If any provision of this Agreement is deemed to create a franchise or business opportunity relationship between the parties, then the parties shall negotiate in good faith to modify the Agreement so as to effect the parties’ original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as a distribution agreement and not a franchise or business opportunity agreement.
  4. Waiver
    If we don’t immediately take action on a violation of these Terms, we’re not waiving any rights under the Terms, and we may still take action at some point.
  5. Equitable Remedies
    We both agree that irreparable damage would occur if any provision of the Agreement were not performed in accordance with its terms and that the parties shall be entitled to equitable relief, including injunctive relief or specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.
  6. Governing Law; Waiver of Jury Trial
    The State of Delaware’s laws, except for conflict of laws rules, will apply to any dispute related to the Agreement or the Products. You acknowledge and agree that in the event of a controversy or a claim arising out of the Agreement cannot be settled by the parties, it shall be settled exclusively by binding arbitration in accordance with the rules of the International Institute for Conflict Prevention and Resolution. Such arbitration will be conducted in Boston, Massachusetts and judgment upon the award may be entered in any court of competent jurisdiction.Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to the Agreement or the transactions contemplated hereby.
  7. Acts Beyond Our Control
    We won’t be held liable for any delays or failure in performance of any part of the Products and services, from any cause beyond our control. This includes, but is not limited to, acts of god, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, unusually severe weather conditions, and acts of hackers, or third-party internet service providers.
  8. Notices
    Any notice to you will be effective when we send it to the last email or physical address you gave us or when posted within the Products or on our website. Any notice to us will be effective when delivered to us along with a copy to our legal counsel: Attn. Legal Department, Predictive Index, 101 Station Drive, Westwood, MA, 02090, or any addresses as we may later post on the website.
  9. Assignment; Change of Control
    You may not assign any of your rights under this Agreement to anyone else, including as a result of a Change of Control. If we consent to a Change of Control, your Commissions may be reset to current rates at our discretion. We may assign our rights to any other individual or entity at our discretion.
  10. Survival
    Even if the Agreement is terminated, the following sections will continue to apply: Our Rights, Confidentiality & Privacy, Liability, Disclaimer of Warranties, Entire Agreement, Governing Law, Survival and Severability.
  11. Severability
    If it turns out that a section of these Terms isn’t enforceable, then that section will be removed or edited as little as required, and the rest of the Agreement will still be valid.
  12. Expenses
    All costs and expenses incurred in connection with the Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

Appendix A

Definitions

“Addendum” means each addendum(s) signed by PI and Partner that defines a Partner’s specific participation in the Program, including the right to promote and sell applicable Products, Commissions and Content Licensing Fees.

“Agreement” has the meaning set forth in the Preamble.

“Brand Guidelines” means the policies and guidelines that govern Partner’s use of PI branding elements and other intellectual property located here, as amended from time to time.

“Change of Control” means the sale of all or substantially all the assets of a party; any merger, consolidation or acquisition of a party with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent (50%) of the voting capital stock of a party in one or more related transactions.

“Client Software Agreement” has the meaning set forth in Section 6.

“Commission” has the meaning set forth in Section 18.

“Content” means any current or future PI workshop, consulting, coaching or other similar products with PI product codes that may be offered by us for sale from time to time.

“Content Licensing Fee” has the meaning set forth in Section 18.

“DPA” has the meaning set forth in Section 7.

“Infringement Claim” has the meaning set forth in Section 34.

“Intellectual Property” has the meaning set forth in Section 30(a).

“Order Process” has the meaning set forth in Section 1(b).

“Other Products” means any other current or future products or programs with PI product codes that PI may offer for sale from time to time.

“Partner” has the meaning set forth in the Preamble.

“Partner Guidebook” means the policies and guidelines that govern the Partner network located here, as amended from time to time.

“Personal Information” means any information that can be used to identify an individual that is received in connection with use of the Products by Clients, prospective and former Clients, and their users. Personal Information includes, but is not limited to, any information which can be used to distinguish or trace an individual’s identity, such as the individual’s name, email address, etc. alone, or when combined with other personal or identifying information which is linked or linkable to a specific individual, as well as an individual’s responses to assessments and other tools related to the Products. As between the parties to this Agreement, all Personal Information shall be deemed the confidential information of PI.

“Predictive Index” or “PI” has the meaning set forth in the Preamble.

“Privacy Laws” has the meaning set forth in Section 33.

“Privacy Policy” means the PI privacy policies located here, which may be amended from time to time.

“Products” has the meaning set forth in the Preamble.

“Program” has the meaning set forth in the Preamble.

“Renewal Change Fee” has the meaning set forth in Section 14.

“Software” means any current or future PI software or other subscription products with PI product codes that may be offered for sale by us from time to time.

“Term” has the meaning set forth in the Preamble.

“Terms” has the meaning set forth in the Preamble.

“Territory” means for each Product, the applicable countries and regions for such Products described in the Product’s Addendum.

“Trademarks” has the meaning set forth in Section 30(a).

Last Updated on January 1, 2020.

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