Please carefully read these terms before using the online Social-Emotional Assessment and Learning Program (“SEAL”)   measures provided by Innovation Research & Training, Inc. (“iRT”).  By clicking the box below and using iRT’s seal measures, you are entering into an agreement with iRT.  Your acceptance of these terms of use acknowledges that you have read and understood them and agree to abide by them.  If you do not agree to all of the terms below, you must not access or otherwise use the seal measures.


In return for the use of the software associated with any of the SEAL measures (the “Software”), you hereby acknowledge, and agree to abide by, the following for as long as you utilize the Software or undertake a SEAL measure:


In consideration for your adherence to the provisions of this Agreement, iRT grants you a personal, non-exclusive, non-transferable license to access and use one (1) or more of iRT’s SEAL measures for the sole purpose of accessing and/or completing the SEAL measures. 


The Software, including any text, software, music, sound, photographs, graphics, video, or other materials, is the property of iRT and, if applicable, its licensors.  The Software and SEAL measures are subject to applicable copyright, trademark, patent, trade secret, and other proprietary rights.  Any rights not expressly provided to you by these Terms of Use are reserved by and remain the property of iRT.  The SEAL measures are licensed to you, not sold.


Unless earlier terminated, your license to access and use of the SEAL measures will terminate one year after your date of purchase.  Your licenses will terminate immediately if you breach these Terms of Use in any way.  iRT reserves the right to terminate your license at any time for any reason without prior notice to you.


The information required for the SEAL measures does not include any individually identifiable health information under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations on privacy and security found at 45 C.F.R. Parts 160 and 164 (“HIPAA”), identifying information under the Drug Abuse Prevention, Treatment, and Rehabilitation Act and related regulations at 42 C.F.R. Part 2, commonly known as “SAMHSA,” or personally identifiable information under the Family Educational Rights and Privacy Act (“FERPA”) and related regulations set forth at 34 C.F.R. Part 99.  (Individually identifiable health information under HIPAA, identifying information under SAMHSA and personally identifiable information under FERPA, together, are designated as “Identifying Information” in these Terms of Use.)  In no event will you input any Identifying Information into any SEAL measure or other information disclosed to iRT. 


The Software will be used only by you and/or your employees, agents, assigns, representatives or independent contractors (the “Authorized Users”) as part of overseeing SEAL measures on your behalf and as part of their work duties. 


You may not use, copy, or modify the Software or SEAL measures or any part thereof except as expressly provided in these Terms of Use.  You shall not reverse engineer, decompile, disassemble, duplicate, rent, lease, loan, resell, or distribute the Software or SEAL measures, any report received from iRT relating thereto, or any part thereof in any way including, but not limited to, making the SEAL measures or any part thereof available to others electronically or by sharing your access through providing someone else with your username and password.


The license granted hereunder is personal to you.  Any attempt by you to transfer any of the rights, duties, or obligations hereunder shall be void and shall terminate this Agreement.


You agree to maintain the privacy and security of testing materials before and after testing and to comply with HIPAA, FERPA and SAMHSA as they may be applicable as well as all other applicable federal, state and/or local laws including, among others, those addressing disclosure of health, educational or substance abuse records or requirements for consent to disclose records.


You agree to identify, and provide to iRT upon request, the names of all Authorized Users that access the Software.  You agree to use reasonable care in selecting such individuals and shall place appropriate privacy and security restrictions on your Authorized Users.


The information provided in the SEAL measures may be used by iRT to refine the SEAL measures and any reports provided as part of them.  For example, information received by iRT may be used to determine the appropriate range of responses and to continue development of norms.  For this reason, you agree that any information provided to iRT will either: (i) relate to an actual assessment undertaken by an appropriate individual as part of an appropriate test setting; or (ii) be marked correctly as data relating to a test administered for training purposesYou agree that the information that you disclose in the SEAL measure will be accurate and complete and reflect a test administered and scored exactly as specified in the directions.


Any information disclosed to iRT may be used by iRT to refine its assessments or SEAL measures, to conduct psychometric statistical analyses, for its internal operations or for any other purpose whatsoever that complies with applicable law.  iRT shall have no ongoing obligation to you with regard to such information beyond the furnishing of any purchased reports.


To the extent that a SEAL measure refers to any third-party product or service, iRT does not recommend, warrant, or guarantee such product or service.  To the extent that a SEAL measure refers to any example company, organization, product, contact information, person, place, or event, such reference is fictional, and no association with any real company, organization, product, contact information, person, place, or event should be inferred.


You agree that iRT is not in any way responsible for any treatment decisions or actions taken or not taken relating to counseling, patient care, utilization management or quality management for any subject of an assessment or other person.  You acknowledge that the seal measure is solely provided as an aid to you, and that there is no patient-provider or other relationship of any sort between any subject of any assessment and iRT.

You expressly acknowledge that your use of the software is at your sole risk and that the seal measures are provided “as is” and “as available.”  iRT shall not be responsible for any damage to your computer system or loss of data resulting from your use of the software.


iRT, to include its third party service providers, expressly disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. 


iRT, to include its third party service providers, does not warrant that the software will meet your requirements; that your access to the seal measures will be uninterrupted, timely, secure, or error free; or that the information obtained through the seal measures is reliable or accurate.  iRT makes no warranty regarding the results obtained from the use of the software.


Some jurisdictions do not permit the exclusion of certain warranties.  Some of the exclusions contained in these terms of use therefore may not apply to you.


iRT, to include its third party service providers, shall not be liable for any indirect, incidental, special, or consequential damages resulting from your use, or inability to use, the software or seal measures; for the cost of obtaining substitute goods and services; or for any damages or loss of profits, use, data, or other intangibles even if iRT has been advised of the possibility of such damages.


iRT shall not be liable for any matters relating to these terms of use for any amount in excess of the greater of $50 or the license fees you paid.


Some jurisdictions do not permit the limitation or exclusion of liability for incidental or consequential damages.  Some of the limitations in these terms of use therefore may not apply to you.


You agree that you will use the Software and SEAL measures at all times in compliance with applicable law including, without limitation, copyright law.  In no event will you photocopy or otherwise reproduce videotaped or photographic stimuli, response scales, manuals or other materials within, or that are part of, the Software.


You will avoid labeling an individual based on a single test score.


You will administer and score tests exactly as specified in the directions.


You will release results only to authorized persons and in a form in keeping with accepted principles of test interpretation.


You hereby agree to indemnify and hold iRT, its officers, agents and employees harmless from and against any and all claims, actions, suits, damages, awards, costs (including reasonable attorney fees), expenses and liabilities arising out of or in connection with the use of the Software or breach of these Terms of Use.  iRT will notify you of any and all such claims and will reasonably cooperate with you with the defense and/or settlement thereof, which defense and/or settlement shall be controlled by you, provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts iRT in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require iRT’s written consent, and iRT may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim.


iRT may modify these Terms of Use at any time without providing prior notice to you.  Such modifications shall be effective immediately upon posting the amendments to the website through which you access the SEAL measures or through other means of notifying you.  Your continued access or use of the Software shall be deemed to be your acceptance of any such amendments.


These Terms of Use shall be governed by the laws of the State of North Carolina without regard to its conflict of law provisions.  You agree to submit to the personal and exclusive jurisdiction of the courts having jurisdiction over the county in which iRT maintains its principle place of business.


The failure of iRT to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.


If any portion of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties agree that the remaining provisions shall remain in full force and effect and that the court should attempt to give effect to the parties’ intentions as reflected in the stricken portion.


Nothing in these Terms of Use shall constitute or be deemed to constitute a relationship of employer and employee, agency, joint venture or partnership between you and iRT or constitute or be deemed to constitute one party as agent of the other, for any purpose whatsoever.  Except as expressly provided herein, neither you nor iRT shall have the authority or power to bind the other, or to contract in the name of or create a liability against the other, in any way or for any purpose.  No person or entity not a party to these Terms of Use will be deemed to be a third party beneficiary of these Terms of Use or any provision hereof.


I acknowledge that I am either an individual executing these Terms of Use on my own behalf or I am executing these Terms of Use on behalf of a legal entity for which I have the authority and capacity to enter into these Terms of Use and obligate the entity to abide by them.