Terms of Service

Last Updated: October, 15, 2024

PLEASE READ THESE TERMS OF SERVICE (THESE “TERMS”) CAREFULLY BEFORE ACCEPTING THESE TERMS, WHICH APPLY TO THE PERSONALITY TESTS AND OTHER PRODUCTS AND SERVICES OF PERSONALYSIS CORPORATION (“PERSONALYSIS” OR “WE”). THESE TERMS APPLY BOTH TO INDIVIDUALS WHO TAKE OUR TESTS OR USE OUR SERVICES, AS WELL AS TO COMPANIES AND OTHER ORGANIZATIONS (“EMPLOYERS”) WHO ENGAGE PERSONALYSIS TO PROVIDE OUR TESTS AND OTHER SERVICES TO THEIR PERSONNEL. SUCH EMPLOYERS AND INDIVIDUALS ARE BOTH REFERRED TO IN THESE TERMS AS “YOU.”

BY CLICKING OR CHECKING A BOX INDICATING THAT YOU ACCEPT THESE TERMS OR BY USING PERSONALYSIS’ SERVICES OR PRODUCTS, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS IN THEIR ENTIRETY. YOUR ACCEPTANCE SPECIFICALLY INCLUDES THE WAIVERS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTION 10 OF THESE TERMS, AS WELL AS THOSE IN PERSONALYSIS’ CODE OF ETHICAL USE, IF WE HAVE PROVIDED YOU WITH A COPY OF THAT CODE. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT CLICK TO ACCEPT THEM OR USE PERSONALYSIS’S SERVICES.

These Terms are a legal agreement between you and Personalysis and govern your use of Personalysis’s services and products, including personality tests, results reports, training, coaching, proprietary technology, subscription services and (collectively, the “Services”). We make our Services available to our authorized clients who agree to these Terms and have agreed to pay (or whose Employer has agreed to pay) our fees. All rights not expressly granted herein are reserved by Personalysis.

Changes to these Terms: Personalysis may update these Terms from time to time. We may require you to accept the new version of these Terms in order to continue using our Services. All changes are effective immediately when we post them unless we expressly specify otherwise. In any event, no changes will apply retroactively as to any claims existing prior to the “last updated” date. It is your responsibility to regularly check these Terms to stay informed of updates, as they are binding. We will indicate that the Terms have been updated by updating the “last updated” date at the top of these Terms.

In consideration of Personalysis’s provision of our Services and related services to you, you agree with us as follows:

1. ACCESS TO PERSONALYSIS MATERIALS AND TEST RESULTS; CHANGES TO MATERIALS.

• You will be given access to our Services and products on condition of your agreement to and compliance with these Terms.
• If you are an individual to whom we are providing our Services under an engagement with your Employer/Requesting/Sponsoring Organization, by agreeing to these Terms you are consenting to our sharing of information with such Employer, including your personality test results and our related reports. If you do not agree to our sharing of this information with your Employer, please contact us promptly as set forth in Section 14 below to withdraw your consent.
• If you are an Employer/Requesting/Sponsoring Organization, you are responsible for your and any authorized users’ use of our test results and related reports in a legal manner, and providing any legally necessary disclosures to your employees in connection with your use of any such test results or related reports.
• You acknowledge and agree that all of our content and materials provided by us on our website or otherwise, including without limitation personality test questions and contents, test reports, our Code of Ethical Use, text, images, product and service descriptions, articles, videos, software, graphics, and logos (collectively, “Personalysis Materials”), may be modified and updated from time to time, in Personalysis’s sole discretion.

2. USER OBLIGATIONS.

You warrant to us that you will not use our Services or Personalysis Materials for any purpose that is unlawful or that is prohibited by these Terms. Without limiting this warranty, you specifically agree:

• You are prohibited from using artificial intelligence (AI) for generative AI training data or otherwise using AI to analyze or process any of the following: text, images and other content on our Website; Personalysis test questions and individuals’ answers to those questions; and any other Personalysis Materials.
• If you have been provided with a copy of Personalysis’ Code of Ethical Use, you hereby acknowledge that you have reviewed and understand that Code and agree to all of its terms.
• You will not use our Services in any manner which could damage, disable, overburden, or impair our Services or interfere with any other party’s use and enjoyment of our Services.
• You will not obtain or attempt to obtain any materials or information on or through our Services through circumventing any access or use restrictions or by any other unauthorized methods, such as hacking or password mining.
• You may not use any bots, spiders, page-scraping or other automated or manual processes or methods to copy or monitor our website, Services or materials or any of their contents.
• You will not upload to our website or otherwise send us any libelous or unlawful content or any materials or instructions that may cause harm or injury, or that violate any person’s right of privacy or any copyright, trademark, or other intellectual property rights.
• You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any other way use or exploit any of the content of our Services or other Personalysis Materials other than for their authorized purposes.
• You will not delete or alter any proprietary rights or attribution notices in any content or Personalysis Materials obtained through our Services.
• You represent to us and agree that you have all necessary rights and permissions to provide any content or other information that you submit through the Services or otherwise to Personalysis (“User Content”), and that such User Content will not infringe any third party’s rights. You hereby grant Personalysis a world-wide, royalty-free, right and license in and to the User Content for Personalysis to use in its business, including providing its Services to you and other customers and users.
• You agree that you do not acquire any ownership rights in any content posted by Personalysis, its licensors, or other third parties, or in any Personalysis Materials. We do not grant you any licenses, express or implied, to any Personalysis Materials except as expressly provided in these Terms, in connection with such content or materials, or as contained in a binding contract between you or your organization and Personalysis.

3. PRICING AND PAYMENT TERMS.

• The price of our Services is customized based on your interests and needs, which means that we will provide you with a quote after we determine your needs and the particular Services you wish to purchase. The price does not include taxes, and you will be responsible for those charges.
• This Section will not apply to you if your Employer/Requesting/Sponsoring Organization is paying us to provide our Services to you, unless you engage us to provide additional Services that are not covered by our agreement with your Employer. We will inform you of the price of the additional Services if this is the case.
• When you purchase our Services, you will be using a third-party payment processor (currently QuickBooks), which will collect your payment information and process your payment. We are not responsible for the collection, use, sharing or security of your billing information by such payment processor; please review their separate terms of service and privacy policy for additional information and terms. The following payment method(s) are accepted by our payment processor: bank transfer, ACH, American Express, Apple Pay, Discover, MasterCard, Visa, PayPal, Venmo. You hereby represent and warrant that you have the legal right to use your designated payment method(s) in connection with any purchase and that the information that you supply to us and to the third-party payment processor is true, correct and complete.
• We may ask you to provide an advance payment on your purchase of our Services. This advance payment will be a partial payment of the total purchase price, which will help pay for our actual expenses while providing Services to you. Advance payments are refundable as set forth in Section 5 below.
• If any fees owed by you are thirty (30) or more days overdue, we may, without limiting our other rights and remedies: (i) charge interest at the rate of 1.5% per month or the highest rate permitted by law, whichever is less, on the past due amounts; (ii) terminate these Terms and our Services with you under Section 4, and/or (iii) suspend our Services to you until such amounts are paid in full. You will also be liable for all costs of collection incurred by us with respect to your past-due fees, including reasonable attorney’s fees, whether or not a suit is instituted.
• You will not withhold any undisputed portion of any amounts payable hereunder but may withhold disputed amounts upon written notice of a reasonable dispute. You must deliver such notice, including the basis for such dispute, to Personalysis within 60 days after the date of the initial invoice on which the disputed amounts appear; otherwise your right to dispute the amounts invoiced will be deemed waived.

4. TERM AND TERMINATION.

These Terms shall remain in force until terminated by either you or us for any or no cause, by giving notice to the other party. If you are an individual employed by an Employer that is paying us to provide our Services to its personnel, these Terms and your right to access to our Services will automatically terminate, without notice to you, if our contract with your Employer terminates or if your employment or engagement with your Employer terminates. Without limiting the foregoing, if you breach any of these Terms, we have the right, at our sole discretion and without prior notice, to suspend, modify, disable, or terminate your use of our Services. Upon termination, you will no longer have authorized access to or the right to use our Services. Sections 1, 2, 3(e), 3(f), 6, 7, 8, 10, 11 and 12 will survive termination, together with such other provisions of these Terms as by their intent or meaning should so survive.

5. CANCELLATION AND REFUND POLICY.

• All sales are final. Unused assessment links and/or services expire one-year from date of purchase.   
• We reserve the right to cancel your purchase and Services for any reason, at our sole discretion, including but not limited to fraud, inaccuracies, and unavailability of the items or Services purchased. We will let you know promptly if we decide to cancel your purchase. We will issue you a full refund of any prepaid Service fees if we cancel your purchase prior to our performance of the applicable Services, unless we cancelled or terminated due to a material breach of these Terms by you.

6. OWNERSHIP AND DATA USAGE RIGHTS.

• All Personalysis Materials are the property of Personalysis or its suppliers or licensors, and are protected by copyright and/or other laws protecting intellectual property and proprietary rights. You agree to comply with all copyright and other notices, legends or restrictions applicable to any Personalysis Materials.
• All User Content is the property of the respective individual that submitted the User Content to Personalysis.
• We collect and use test results and other data related to your use of our Services (“Results Data”). Other than your personal information, we will own that Results Data. Any personal information included in your Results Data will be used, stored, and disclosed by us only as provided in our Privacy Policy. We may de-identify Results Data and use, distribute or sell that de-identified data for any legal purpose.
• If you provide any suggestions, ideas or feedback to us (“Feedback”), we will own such Feedback and may, without limitation, incorporate it into or use it to improve our products and Services.

7. LINKS TO THIRD PARTY SITES.

If you decide to access or use any third party websites linked to our Services, you do this entirely at your own risk.

8. TRADEMARKS.

Personalysis’s name and its trademarks, service marks and logos, as well as any other Personalysis product names or logos displayed on our website or Personalysis Materials, are registered or unregistered trademarks of Personalysis. The names and marks of any third parties on our website are the property of their respective owners and may also be trademarks. Our trademarks may be used publicly only with our prior written permission.

9. NO ASSIGNMENT.

You may not allow others to use your account to obtain access to our Services or Personalysis Materials, and these Terms and your account may not be assigned by you.

10. WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY.

• OUR SERVICES, PRODUCTS AND OTHER PERSONALYSIS MATERIALS ARE PROVIDED TO YOU “AS IS.” PERSONALYSIS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. PERSONALYSIS DOES NOT WARRANT THAT ITS WEBSITE, PERSONALYSIS MATERIALS OR ITS PRODUCTS OR SERVICES ARE COMPLETE, ACCURATE, OR FREE OF ERRORS, VIRUSES OR OTHER MALWARE.
• IN NO EVENT SHALL PERSONALYSIS BE LIABLE FOR ANY LOST PROFITS, LOST DATA, INTERRUPTIONS OF BUSINESS, OR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE OUR SERVICES, PRODUCTS, OR OTHER PERSONALYSIS MATERIALS, REGARDLESS OF WHETHER WE HAVE NOTICE OF THE POTENTIAL FOR SUCH LOSS OR DAMAGE.
• OUR TOTAL LIABILITY FOR ANY CLAIM OR DAMAGE ARISING OUT OF THESE TERMS AND OUR SERVICES AND PRODUCTS, INCLUDING ANY USE OF OR INABILITY TO USE OUR SERVICES OR OTHER PERSONALYSIS MATERIALS, SHALL BE LIMITED TO DIRECT DAMAGES, WHICH SHALL NOT EXCEED THE GREATER OR (i) THE FEES PAID BY YOU TO US IN THE TWO (2) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) THE TOTAL AGGREGATE AMOUNT OF $100.00.
• Some jurisdictions prohibit certain limitations of damages in consumer contracts, so the above limitations may be superseded by law in some jurisdictions.

11. INDEMNIFICATION

To the maximum extent not prohibited by applicable law, you agree to defend, indemnify and hold harmless Personalysis and its officers, directors, employes, and agents, from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses of any kind or nature (including, without limitation, attorney’s fees reasonably incurred and legal costs and expenses reasonably incurred) relating to third party claims arising out of (i) your violation of the rights of or obligations to a third party; (ii) any Feedback you provide to us concerning the Services; (iii) your violation of these Terms or use inconsistent with any applicable documentation; (iv) any User Content you provide; (v) any dispute between you and an Employer, or (vi) your violation of any applicable law.

12. APPLICABLE LAWS; DISPUTE RESOLUTION; CLASS ACTION WAIVER.

• We control our Services from our offices in Texas, USA. We make no representation that the Personalysis Materials are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited.
• These Terms and subject matter related thereto shall be governed by the laws of the state of Texas, excluding conflicts of laws rules. Without limiting the requirement to arbitration in accordance with Section 12.(c) below, you consent to the exclusive jurisdiction and venue of state or federal courts in Harris County, Texas in all disputes arising out of or relating to these Terms.
• All disputes, claims and actions, at law or in equity, in connection with the Terms or the breach, termination, enforcement, interpretation or validity thereof, use of the Services or subject matter in connection with these Terms (collectively, “Disputes”) shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (“AAA Rules”), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in Harris County, Texas before a single neutral arbitrator appointed in accordance with the AAA Rules and shall be conducted in the English language.
• You and Personalysis each agree that you and we may bring claims against the other only in your or our individual capacity and not as a plaintiff or class member in any class or representative action. No arbitration proceeding under Section 12(c) above shall be consolidated with any other arbitration proceeding involving any other person or entity.

13. MISCELLANEOUS.

Nothing in these Terms will be construed to imply that a joint venture, partnership or principal-agent relationship exists between the Personalysis and Employers. Except as otherwise specified herein, these Terms constitute the entire agreement between you and us with respect to our Services. Any preprinted terms in a purchase order submitted by you to Personalysis are expressly agreed to be of no force or effect. These Terms may not be amended or modified except by a written document authorized by an executive of Personalysis. These Terms supersede all other prior or contemporaneous communications and understandings, whether electronic, oral or written, between you and us with respect to our Services. If any provision of these Terms is found void or unenforceable, all other provisions will remain in full force and effect. The failure to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. You and we shall be excused from any delays or failure to perform your or our duties (other than payment obligations for Services that have been provided) to the extent such delays or failures result from acts of nature, riots, war, acts of public enemies, fires, epidemics, labor disputes, or any other causes beyond such party’s reasonable control.

14. NOTICES AND CONTACTS.

You may send us notices, questions or comments regarding these Terms, your account with us, or our Services at the following:

Personalysis Corporation
3120 Southwest Freeway, Suite 555 Houston, TX  77098
Attention: Kécia McBride
Email: data@personalysis.com
Telephone: (713) 784-4421

We may send notices to you at the email or address provided by you in a quote or when you open an account with us. Either party may update its contact information from time to time by written (including email) notice to the other party.