Welcome to the website of the Personnel Research and Development Corporation (“PRADCO”) (the “Site”), which is owned and operated by PRADCO. These Website Terms and Conditions of Use (the “Terms of Use”) should be read carefully upon visiting or otherwise using the Site. Please check back periodically, as PRADCO reserves the right to modify these Terms of Use from time to time, in our sole discretion, and without notice.

1. ACCEPTANCE OF TERMS.

This Site provides information concerning PRADCO and its products and services. The sale of all goods supplied and services rendered by PRADCO to any purchaser thereof (“Customer”) is governed by PRADCO’s General Terms and Conditions, which are fully incorporated herein by reference. Certain PRADCO services are made available through the Site (“Web-based Services”), such as testing of employees or prospective employees. These Terms of Use apply to anyone who uses the Site (“you” and “your”), including visitors browsing the Site, Customers who contract with PRADCO for PRADCO to deliver Web-based Services or who purchase products through the Site, and those individuals who are directed by Customers to visit the Site in order to access Web-based Services, whether or not they are employed by the Customer (“Designees”). (Both the General Terms and Conditions and these Terms of Use apply to Customers who contract for Web-based Services or who purchase products through the Site.)

PLEASE READ THE ENTIRE TERMS OF USE CAREFULLY BEFORE YOU CONTINUE. BY ACCESSING THIS WEBSITE OR USING ANY OF ITS FEATURES, YOU AGREE TO THESE TERMS OF USE AND ARE DEEMED TO HAVE ACCEPTED THE TERMS AND CONDITIONS OF USE IN THEIR ENTIRETY. IF YOU DO NOT AGREE PLEASE REDIRECT YOUR BROWSER AND EXIT THE SITE.

2. USER NAMES, PASSWORDS, AND UNAUTHORIZED USE.

Only Customers who have contracted with PRADCO for PRADCO to deliver Web-based Services, and the Designees of such Customers (collectively, “Permitted Users”) are permitted to access Web-based Services. Access is accomplished through the use of user names, passwords, and other access controls which will be issued to each Customer by PRADCO. EACH CUSTOMER IS RESPONSIBLE FOR KEEPING ITS USER NAMES, PASSWORDS AND ANY OTHER ACCESS CONTROLS CONFIDENTIAL AND FOR TAKING OTHER REASONABLE PRECAUTIONS TO PREVENT THEIR UNAUTHORIZED USE BY DESIGNEES OR OTHERS. Each Customer agrees to notify PRADCO promptly of any unauthorized use of which it become aware of its user names, passwords, or other access controls. Each Designee agrees to notify the Customer who directed the Designee to use the Site promptly of any unauthorized use of which it becomes aware of such Customer’s user names, passwords, or other access controls. Until a Customer provides such notice to PRADCO, PRADCO will presume that all use of that Customer’s user names, passwords, and other access controls is authorized by that Client, and Customer will be responsible for any fees incurred, and for any activity on the Site, by anyone using that Client’s user names, passwords and other access controls.

PRADCO will not be liable if, for any reason, all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to Customers, Designees, and visitors, as determined in our sole discretion without notice. Customer and Designees are responsible for both: (i) making all arrangements necessary to have access to the Site; and (ii) ensuring that all persons who access the Site through their own internet connection are aware of these Terms of Use and comply with them.

3. CONDUCT.

The Site may be used solely for lawful purposes in accordance with these Terms of Use, and may not be used in such a manner as to violate any applicable law. You assume all knowledge of applicable laws and are responsible for compliance with any such laws. You agree not to use the Site:

1. 1. In any way that violates any applicable federal, state, or local or international law or regulation.
   2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
   3. To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Terms of Use.
   4. To impersonate or attempt to impersonate any other Customer, Designee, or user.
   5. Misuse the Site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful.
   6. To gain or attempt to gain unauthorized access to the Site, the server on which the Site is stored, or any server, computer, or database connect to the Site.
   7. Attack or attempt to attack the Site via a denial-of-service attack or distributed denial-of-service attack.
   8. To establish a link in such a way as to suggest any form of association, approval, or endorsement on PRADCO’s behalf, where none exists.
   9. To establish a link to the Site from any website that is not owned by you.
   10. To frame on any other site, nor may you create a link to any part of our Site other than the homepage.
   11. You may not use this Site by means that would interfere with PRADCO’s operations in any way whatsoever, or by any means that would interfere with another user’s use and enjoyment of the site.

PRADCO reserves the right to prohibit use of the Site by any user who, in PRADCO’s sole discretion, violates any of these Terms of Use. You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. PRADCO reserves the right to withdraw linking permission without notice. If you wish to link to or make any use of content on the Site, please contact us at support@pradco.com.

A breach of the foregoing provisions may result in a criminal offense. PRADCO reserves the right to report any such behavior to the relevant law enforcement authorities, and PRADCO will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Site will cease immediately.

PRADCO reserve the right, but not the obligation, to: (i) monitor the Site for violations of these Terms of Use; (ii) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (iii) in PRADCO’s sole discretion and without limitation, notice or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (iv) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

4. INFORMATION SENT TO PRADCO.

All users agree to provide PRADCO with accurate, complete and updated information as required by PRADCO during any registration process and in the course of using Web-based Services. PRADCO is not responsible or liable to any third party for the content or accuracy of any information submitted by a user, including its legality, reliability, accuracy, and appropriateness. Information supplied by users of a particular Customer becomes the property of that Customer. Customer grants PRADCO a perpetual, irrevocable license to retain such information and to use it for purposes of documenting test results, validation of test methodology, and other research, and PRADCO may publish such information in the aggregate without identification of individual users.

Credit card information, personally identifying information, and responses supplied by Permitted Users in the course of utilizing the Web-based Services will be treated as the confidential information of the applicable Customer, and will not be shared with any third party, except as is needed to process the applicable services. Any other communication or material you transmit to the Site by electronic mail or otherwise, including any questions, comments, suggestions, or the like, is, and will be treated as, non-confidential and non-proprietary, and anything you transmit may be used by PRADCO or its affiliates for any purpose. Furthermore, PRADCO is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to the Site for any purpose whatsoever. For more information regarding PRADCO’s treatment of information, please review our Privacy Policy.

PRADCO reserves the right to disclose any material transmitted to us, or information relating to such material, if required to do so by law or in good faith belief that such records or disclosures are reasonably necessary to (i) comply with legal process; (ii) enforce these Terms of Use or the General Terms and Conditions; (iii) respond to any claim that material contained on or associated with the Site is in violation of any right of any third party; or (iv) to protect the rights, property, or personal safety of PRADCO, its employees, users, or members of the general public.

5. CONTENT; MODIFICATION AND INTERRUPTION TO SITE.

PRADCO uses reasonable efforts to include accurate information on the Site. However, PRADCO does not guarantee the accuracy, timeliness, completeness or quality of any material that is found on, in connection with, or posted to our Site. Further, PRADCO, although it may choose to do so, is under no obligation to record or retain any of the material on or associated with the Site, regardless of any requests to do so, other than responses of users in connection with Web-based Services.

PRADCO reserves the right to use any information available by virtue of your use of the Site (including, for example, reverse IP address inquiry) in order to comply with any law, to enforce our Terms of Use, or to protect the rights, property or safety of all users. We reserve the right without obligation to review the content of the Site, and other information posted to the Site to determine compliance with our Agreement and operating rules established by us or our affiliates, and to satisfy any law, regulation or authorized government request.

Furthermore, we make no representation that content on the Site is appropriate or available for use in locations outside the United States and accessing the content from territories where such content is illegal is prohibited. Those who choose to access the Site from other locations outside of the United States do so on their own initiative and at their own risk and are responsible for compliance with those local laws and regulations.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

PRADCO reserves the right to modify or discontinue any services on the Site with or without notice. PRADCO shall not be liable to a user or any third party should PRADCO exercise its right to modify or discontinue any service on the Site. Each user acknowledges and accepts that PRADCO does not guarantee continuous, uninterrupted or secure access to the Site and operation of the Site may be interfered with or adversely affected by numerous factors or circumstances outside of our operation or control.

6. OWNERSHIP; COPYRIGHT INFRINGEMENT.

Except as set forth above in Section 4, all materials on the Site created or provided by PRADCO, including text, graphics, logos, icons, test content, and images, are the property of PRADCO or its content providers, and are protected by United States and foreign intellectual property laws. The compilation of all the content on this Site is the exclusive property of PRADCO and is also protected by United States and foreign intellectual property laws. Web-based Services may be subject to special requirements for access, copying and printing, which will be accessible to users of such Web-based Services. Except as provided by such restrictions, you may download, view, copy, and print the materials on this Site for personal or internal business use only, provided that you do not remove or alter any trademark, service mark, or logo, or any copyright or other intellectual property notices. Except as provided above, you may not download, view, copy, print, reproduce, distribute, republish, display, post, transmit, make derivative works from, or modify any material, or portion thereof, or resell any Web-based Services, located on the Site in any form or by any means without the prior written consent of PRADCO. PRADCO reserves the right to revoke any of the rights granted in these Terms of Use at any time, and those rights automatically terminate if you violate any of these Terms of Use. Unauthorized use of any material on the Site may violate copyright law, trademark law, and other laws of the United States and other jurisdictions. All rights not expressly granted in these Terms of Use are reserved. PRADCO(TM) is the trademark of the Personnel Research and Development Corporation. The trademarks, service marks, and logos used on the Site are trademarks of PRADCO or others.

If you believe that your work has been copied and is accessible on the Site in a way that constitutes copyright infringement, you may notify PRADCO by providing our copyright agent the following information:

1. A description of the copyrighted work that you claim has been infringed;
2. Identification of the URL or other specific location on the Site where the material you claim is infringing is located;
3. Your name, address, telephone number, email address, and statement that you are an authorized person to act on behalf of the owner of the copyright;
4. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
5. An affidavit submitted by you, sworn to, and made under the penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are an authorized agent to act on behalf of the copyright owner.

Pursuant to Section 512 of the Copyright Revision Act, as amended by the Digital Millennium Copyright Act, SCPH designates the following individual as its agent for receipt of notifications of claimed copyright infringement:

Personnel Research and Development Corporation

178 E. Washington Street

Chagrin Falls, Ohio 44022

ATTENTION: COPYRIGHT NOTICE

By Email: support@pradco.com

7. LINKS TO OTHER SITES.

The Site may include links to sites owned and maintained by third parties not related to PRADCO (collectively referred to as “Third-Party Sites”). Any such links to the websites or other properties of third parties are provided for your convenience only, and such links do not imply endorsement by PRADCO or affiliation of such Third-Party Sites or the content contained therein. You acknowledge that we are not responsible for the availability of, or the content, or products located through any Third-Party Sites. You should contact those Third-Party Sites if you have any concerns regarding such links. Your use of any Third-Party Sites is subject to the terms & conditions of use and privacy policies of those sites. We encourage you to review all of the Third-Party Sites’ policies. PRADCO may from time to time collect certain data from Third-Party Sites in order to assess and improve PRADCO’s current offering of goods and services.

PRADCO disclaims all warranties, express or implied, as to the accuracy, legality, reliability, or validity concerning any Third-Party Sites and their product or content offerings, and you agree that any recourse for dissatisfaction or problems with any Third-Party Sites must be directed to the third party and not PRADCO.

Any opinions, advice, statements, offers, or other information or content expressed or made available by third parties, are those of the third party and not of PRADCO.

8. Disclaimer of Warranties.

THE SITE AND ITS CONTENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE WEB-BASED SERVICES ARE PROVIDED WITH THE LIMITED WARRANTY SET FORTH IN THE GENERAL TERMS AND CONDITIONS. PRADCO MAKES NO OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE, NOR ANY WARRANTY OF NON-INFRINGEMENT, RELATING OR PERTAINING TO THE SITE OR THE WEB-BASED SERVICES. PRADCO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. PRADCO MAKES NO WARRANTY AND ASSUMES NO LIABILITY AS IT MAY RELATE TO THE FOLLOWING: (i) THAT THE SITE WILL MEET YOUR REQUIREMENTS; (ii) THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR THE WEB-BASED SERVICES WILL BE ACCURATE OR RELIABLE; (iv) THAT ANY ERRORS IN THE SOFTWARE WHICH COMPRISES THE SITE WILL BE CORRECTED; (v) THE EXISTENCE OF ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THORUGH THE SITE BY ANY THIRD PARRTY; AND (vi) ANY OCCURRENCE OF UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMAITON AND/OR FINANCIAL INFORMATION STORED THEREIN. No information or advice obtained through the Site, or any other affirmation of PRADCO, by words or actions, shall constitute a warranty.

You use any material distributed, downloaded, or accessed from the Site, including the Web-based Services, at your own risk and discretion. You will be solely responsible for any damage to your computer system, loss of data, or loss due to your downloading or reliance upon any such material. PRADCO assumes no responsibility, and will not be liable for, any damages to your computer equipment, software, or other property as a result of your downloading, viewing, or otherwise using the Site, any of its material including the Web-based Services, or any other site to which the Site is linked.

In particular, PRADCO makes no warranty pertaining to recommendations by PRADCO regarding hiring, firing, promotion or otherwise. PRADCO is not responsible for Customer’s use of the information generated as part of the services provided to Customer and will not be liable for any loss or damage resulting from such use. In no event shall PRADCO’s liability arising in connection with or under this Agreement exceed the purchase price of the services or goods provided.

9. LIMITATION OF LIABILITY.

IN NO EVENT SHALL PRADCO BE LIABLE IN CONTRACT, IN TORT (INCLUDING FOR ITS OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR SIMILAR DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF USE, LOSS OF CUSTOMERS, LOSS OF DATA, LOSS OF GOODWILL, INCOME OR PROFIT, DAMAGES OR LOSSES RESULTING FROM ANY DECISION INVOLVING THE RECOMMENDATIONS OF PRADCO REGARDING THE EMPLOYMENT BY CUSTOMER OR ANY OTHER PARTY OF ANY INVIDIUAL, INCLUDING DECISIONS REGARDING HIRING, PROMITION, DEMOTION, OR DISCHARGE OF ANY SUCH INDIVIDUAL, OR FOR THE ACTS OR OMISSIONS OF ANY SUCH INDIVIDUAL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SALE OF GOODS TO OR THE PERFORMANCE OF SERVICES FOR CUSTOMER INCLUDING, WITHOUT LIMITATION, (i) BREACH OF ANY WARRANTY OR ANY OTHER OBLIGATION IMPOSED ON PRADCO HEREUNDER OR IN CONNECTION HEREWITH; (ii) THE USE OF OR INABILITY TO USE THE SITE OR THE WEB-BASED SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; AND (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR ELSEWHERE.

Customer shall defend, indemnify, and hold harmless PRADCO and its affiliates and their respective directors, members, officers, employees, and agents from and against any and all claims, actions, demands, damages, costs, liabilities, losses and expenses (including reasonable attorneys’ fees) arising out of your use of the Site, and against all liability, cost or expense which may be sustained by PRADCO on account of any such loss, damage or injury, including but not limited to, the violation of these Terms of Use, or infringement of any intellectual property rights.

PRADCO shall not be liable for any failure to perform under these Terms of Use where such failure results from any cause beyond PRADCO’s reasonable control, including but not limited to mechanical, electronic, or communications failure or degradation.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, THOSE PROVISIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

10. GOVERNING LAW.

This contract shall be governed by and construed under the laws of the State of Ohio, without regard to conflicts of laws principles thereof. The parties intended that Ohio Revised Code Chapter 1302, as amended from time to time, be applied to this Agreement notwithstanding that the sale is for services rather than goods. The sole jurisdiction and venue of any action related to these Terms of Use, or the Terms and Conditions, shall be the Ohio state courts and the United States federal courts in Cuyahoga County, Ohio, and Customer and PRADCO agree to submit to personal and exclusive jurisdiction of these courts.

The Site can be accessed from the United States and from other countries around the world. Although each of these jurisdictions have laws that may differ from those of the United States, by accessing the Site, if you are located outside of the United States, you agree that all matters relating to access to, or use of, the Site, or any other hyperlinked website, shall be governed by the federal laws of the United States without regard to any principles of conflicts of law.

11. GENERAL.

All agreements contained herein shall apply to and bind the assignees and successors in interest of PRADCO and Customer. This Agreement is not assignable by Customer without PRADCO’s prior written consent. The waiver by PRADCO of any breach or default shall not be deemed to be a waiver of any later breach or default. The exercise or failure to exercise any remedy shall not preclude the exercise of that remedy at another time or of any other remedy at any time. If any provision or portion of this Agreement is held to be invalid or unenforceable, the other provisions and portions shall not be affected. The headings are used for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Any clerical errors are subject to correction.

Any rights not expressly granted herein are reserved by and for us.

YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.

PRADCO will use commercially reasonable efforts to promptly respond and resolve any problem or question.

© Copyright 2023, Personnel Research and Development Corporation, All Rights Reserved.