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Ramsay Corporation Terms and Conditions of Purchase

Last revised January 30, 2026

PURCHASE OF TESTS, VALIDATION STUDIES AND OTHER PRODUCTS AND SERVICES

The purchase of tests, validation studies and other products and services (the "Tests and Services") from Ramsay Corporation ("Seller") by you ("Buyer") shall be solely govern by these terms and conditions (these "Terms"). Any terms and conditions included in any purchase order or other documentation of Buyer (or which are posted on Buyer's website or included in an email transmission, or which are communicated orally, in writing, electronically, or through any other medium) which oppose, deviate from or add to these Terms shall be void and unenforceable. These Terms shall apply, notwithstanding Seller's knowledge of terms and conditions included in any such purchase order or other documentation of Buyer (or which are posted on Buyer's website or otherwise communicated to Seller) which oppose, deviate from or add to these terms and conditions, and any such other terms and conditions shall not be binding on Seller, whether or not they would materially alter the purchase order, and Seller hereby objects to them. These Terms may only be modified by a written agreement executed by a duly authorized representative of Seller.

PAYMENT TERMS

Seller's payment terms are NET 30, without early payment or other discount. Buyer also shall pay to Seller, on demand, all expenses, including reasonable legal fees, incurred by Seller in enforcing any of its rights to payment for the Tests and Services purchased by Buyer.

LIMITED WARRANTY AND LIMITATION ON LIABILITY

Seller warrants that the Tests and Services are or will be designed and performed in accordance with standard industry practices and will not infringe the intellectual property rights of third parties.

Seller makes no other representation or warranties expressed or implied, written or oral, related to the Tests and Services including, without limitation, any warranties relating to: (i) MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, or (ii) that the Tests and Services as used by Buyer will comply with any applicable law.

Seller will not be liable to Buyer for 3rd party claims arising out of or related to Buyer's use or interpretation of the Test and Services.

IN NO EVENT WILL SELLER BE LIABLE TO BUYER FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE RELATED TO THE TESTS AND SERVICES EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SELLER'S MAXIMUM LIABILITY TO BUYER RELATED TO TESTS AND SERVICES WILL NOT EXCEED THE AMOUNT PAID TO SELLER BY BUYER FOR SUCH TESTS AND SERVICES, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN CONTRACT (INCLUDING, BUT NOT LIMITED TO, FAILURE OR DELAY IN PERFORMANCE OR DELIVERY DUE TO ANY CAUSE WHATSOEVER), TORT, (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE.

OWNERSHIP OF MATERIALS/INTELLECTUAL PROPERTY RIGHTS AND AUDITS

All tests, test questions, scoring, validation studies and other materials related to the Tests and Services and the associated intellectual property and proprietary rights related thereto are owned solely by Seller (the "Proprietary Materials"). If Seller is developing or providing certain custom tests, interviews, surveys, hands-on performance assignments and other related materials to Buyer, such deliverables, the content contained therein, software and the other materials delivered or provided in connection therewith are also sole and exclusive property of the Seller (the "Developed Materials"). Upon payment of the agreed upon fees, Seller grants to Buyer the nonexclusive right to use the Developed Material for Buyer's own internal business purposes. All intellectual property rights, including but not limited to, copyrights, associated with the Developed Materials and the Proprietary Materials shall remain or vest in Seller. Under no circumstances shall Buyer sell, license, publish, display, create derivative works, distribute, or otherwise transfer to any third party, including to third-party software or systems such as AI or large language models, the Developed Materials and the Proprietary Materials or any copy thereof, in whole or in part, or use in any manner that permits any use, storage, training, or analysis by such third party without Seller's prior written consent. No research or analyses can be done by a third party using the Developed Materials and the Proprietary Materials without Seller's prior written consent.

Buyer shall not have access to Seller's Proprietary Material, including the underlying data and source code. Seller shall have no duty to provide Seller's Proprietary Material, except as otherwise agreed to by the Parties, in writing.

Buyer may access scores and reports generated from its use of any Seller software, training, or other materials delivered hereunder ("Results"), provided that such access may require an additional fee payable to Seller. Buyer is responsible for assigning a unique identifier to each person to protect the anonymity, integrity and value of the Results. Seller has no proprietary interest in the Results, except for the right to use the Results for statistical norming, and research and development purposes. When used for these purposes, the Results will not be personally identifiable as belonging to Buyer or to its employees (or employee candidates) due to the Buyer's use of unique identifiers. Other than as stated above, the Buyer acquires no ownership interests in any intellectual property owned by the Seller created independently from Seller's provision of services. For the avoidance of doubt, the format of, and methodologies involved in the Results shall remain solely the Seller's intellectual property.

If a Purchase Order grants the Buyer a license to any of Seller's Proprietary Material, upon payment by Buyer of the fees contemplated under the Purchase Order, such license shall be a fully paid, non-exclusive, non-transferable and non-sub-licensable right to use such the Proprietary Materials identified on the Purchase Order for their intended purpose, solely within Buyer's internal organization.

Buyer shall have no right to audit Seller's financial or technology systems unless required by applicable law.

PERSONALLY IDENTIFIABLE INFORMATION

Seller's collection and use of personally identifiable information is governed by Seller's Privacy Policy located at https://www.ramsaycorp.com/privacy-policy/.

GOVERNING LAW AND VENUE.

All matters or disputes relating to the purchase of Tests and Services and these Terms shall be governed, construed and controlled by and under the laws of the Commonwealth of Pennsylvania without regard to principles of conflicts of laws. Exclusive jurisdiction of any action or proceeding brought under or in connection with any Order shall be vested in either the Court of Common Pleas of Allegheny County, Pennsylvania, or in the United States District Court for the Western District of Pennsylvania and the venue of any action shall be in the County of Allegheny, Pennsylvania. Seller and Buyer consent irrevocably to the jurisdiction over them of either of the aforementioned Courts in any such action or proceeding. The parties agree that the venue provided above is the most convenient forum for both parties. Each party waives any objection to venue or jurisdiction and any objection based on a more convenient forum in any action or proceeding related to any dispute.

AUTHORIZATION TO ACT.

If Buyer is purchasing the Tests and Services from Seller's online purchasing platform, the person clicking the "I Agree" button, represents and warrants to Seller that he or she is authorized to agree to these Terms on behalf of Buyer.