Riot IQ Test Administrator Terms of Service

Effective Date: August 26, 2025

1. Introduction

This Test Administrator Terms of Service (“Agreement”) is a contract entered into by and between the applicable Test Administrator who executes this Agreement (“you” or “your”) and PSYCH LABS, LLC (“Riot IQ,” “we,” “our”, or “us”). This Agreement applies to you, individually and/or jointly, as an agent on behalf of an entity if you access the Services on behalf of your employer or organization. Under this Agreement, you and Riot IQ are each a “Party” and collectively, the “Parties”.

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement as well as the Riot IQ General Terms of Service, and Privacy Notice (“Supplemental Terms”), are hereby incorporated herein by reference. Your access and use of the Services is conditioned upon your compliance with both this Agreement, which applies to you as a Test Administrator, and the Supplemental Terms, which also apply to you generally as a User of the Services. All capitalized terms not defined herein shall have the same meaning as in the Supplemental Terms. If this Agreement is inconsistent with the Supplemental Terms, the terms of this Agreement shall control.

This Agreement applies to Test Administrators who utilize our Services and does not apply to Examinees, who are subject to our General Terms of Service.

2. The Services

Riot IQ provides the Services, which include administration of RIOT Test(s) on behalf of Test Administrators.

Your use of the Services does not create a provider-patient relationship between any Examinee and Riot IQ. The actual terms and contract governing your relationship with any Examinee are directly between you and the relevant Examinee.

The Services enable you, as a Test Administrator, to collect information from Examinees, which may include, without limitation, personally identifiable information and personal health records. To the extent that you directly obtain any such information from an Examinee in connection with your use of the Services or outside of the Services, you represent and warrant that you have obtained all necessary authorizations from Examinees to collect such information.

Neither Riot IQ nor its affiliates, licensors, officers, employees, agents, partners and suppliers are responsible for the conduct, whether online or offline, of any Examinees or Users on the platform.

3. Test Disclaimer

The Services are intended for informational and educational purposes only. The Services do not constitute medical, psychological, or psychiatric advice, diagnosis, or treatment and should not be relied upon as such. The Services are not a substitute for consultation with a qualified healthcare professional. If you have concerns about mental health, learning ability, or cognitive function, you should seek advice from a licensed psychologist, physician, or other qualified provider.

Riot IQ makes no representations or warranties regarding the accuracy, completeness, reliability, or suitability of the results for any particular purpose. Results may vary based on test conditions, user input, and other factors. You should not make significant, high-stakes assessments or decisions, including any medical decisions, based solely on these results.

By using the Services, you acknowledge and agree that your use is voluntary and at your own risk, and that Riot IQ disclaims all liability for any harm, injury, loss, or damages resulting from reliance on the Services.

4. User Accounts

We offer the ability for Test Administrators to register for a Test Administrator Account (“Administrator Account”) on the Services. In order to register an Administrator Account, you will be asked to provide registration information, including your username and email address, when signing up for an Account. You agree to provide us with correct information about yourself and your professional credentials.

Your registration and use of an Account are also governed by our Privacy Notice, as applicable. Please see our Privacy Notice to learn more about the information we collect and how we use it.

You agree that your access and use of the Services is subject to verification of your identity and credentials as a psychologist, clinician, researcher, employer, institution, similar professional Test Administrator, and to your ongoing qualification as such. As part of the registration process and at any time thereafter, Test Administrator may be required to provide Riot IQ with various information such as licenses, qualifications, area of expertise, accreditations and other information in order to prove their credentials as a valid healthcare practitioner in the field they claim (“Credential Information”). Riot IQ may verify such Credential Information or may ask you for additional information. Riot IQ may also make enquiries from third parties to verify the authenticity of their Credential Information. You authorize Riot IQ to make such enquiries from such third parties, and you agree to hold them and Riot IQ harmless from any claim or liability arising from the request for or disclosure of such information. You agree that Riot IQ may suspend or terminate your access to or use of the Services at any time. Riot IQ reserves the right to carry out re-verification of Credential Information as and when required, and the above rights and commitments will extend to re-verification as well. You shall also keep their Credential Information updated and will inform Riot IQ immediately should any portion of their Credential Information be revoked, cancelled or expire.

5. Provider Obligations, Representations and Warranties

You agree to comply with all applicable federal, state, and local statutes, orders, regulations, rules, and other laws including but not limited to, HIPAA and state data privacy laws. As a User designated as a Test Administrator, you represent and warrant to us that you are a credentialed professional and have all the requisite accreditations and indemnities to practice legally, including work you will undertake on the Services, and you accept that you, and not Riot IQ, are responsible and liable for your interactions with Examinees when using the Services. While Riot IQ offers various Test features, analysis and reporting functionality for Test Administrators, all clinical decisions regarding Tests and Examinees rest with the applicable Test Administrator.

To the extent any Test Administrator is a Covered Entity under HIPAA, or otherwise is subject to HIPAA, the Test Administrator is solely responsible for its own compliance with HIPAA, including determining the applicability of HIPAA or any other laws to Test Administrator. The Parties shall comply with HIPAA's requirements, including the execution of a Business Associate Agreement (“BAA”). For applicable Test Administrators, Riot IQ provides a Business Associate Agreement, hereby incorporated into this Agreement, which automatically applies to your use of the Services. The BAA is available at https://www.riotiq.com/baa-agreement. By accepting these Terms, you also agree to the BAA. In the event of a conflict between these Terms and the BAA with respect to the use or protection of PHI, the BAA will control.

In connection with your use of the Services, you agree to provide your own form of Informed Consent, Privacy Policy/Notice of Privacy Practices, and any policies and terms and conditions to Examinees(s), as required by HIPAA and any other applicable laws and regulations.

You agree to provide accurate registration details. We reserve the right to terminate or suspend your access to the Services, at any time, if in our opinion you have failed to comply with any of the provisions of the Supplemental Terms, this Agreement, or if any details you provide for the purposes of registering as a User prove to be false.

You agree to observe your duties of confidentiality as a Test Administrator (including without limitation any professional codes of conduct). You will take, at a minimum, commercially reasonable measures to prevent the unauthorized disclosure or use of such information. You may only disclose such information if it is strictly necessary to fulfil your obligations under Agreement or if it is required by law.

You represent and warrant that you are responsible for ensuring that you maintain all necessary registrations, indemnities and insurance as required by applicable laws.

6. De-identified Data

We use de-identified information for scientific research purposes to improve our Tests.

7. Intellectual Property Rights

Riot IQ hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to use the Services on your computer for your commercial, research and/or clinical use, as set forth in this Agreement and expressly conditioned upon your Account remaining active, in good standing, and in full compliance with this Agreement and the Supplemental Terms. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services except as permitted by this Agreement and the Supplemental Terms. You are prohibited from: (a) making the Services, in whole or in part, available to any other person, entity or business; (b) modifying the contents of the Services or use such content for any commercial purpose, or any public display, performance, sale or rental other than envisaged in the Agreement; (c) copy, reverse engineer, decompile or disassemble the Services, in whole or in part, or otherwise attempt to discover the source code to the software used; or (d) modify or combine the Services with any other services not provided or approved by Riot IQ.

The Services and its entire contents, features, and functionality (including but not limited to the Website, RIOT Tests, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Riot IQ, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

The Riot IQ name, logo, trademarks and all related names, logos, product and service names, designs, and slogans are trademarks of Riot IQ or its affiliates or licensors. You must not use such marks without the prior written permission of Riot IQ. All other names, logos, product and service names, designs, and slogans on this Services are the trademarks of their respective owners.

You grant Riot IQ a non-exclusive license, for the term of the Agreement, to use your name and mark for the purposes of providing, operating and promoting the Services. Riot IQ may list the name of your affiliated organization or employer to facilitate connections with Users, and use the name for administrative and finance purposes. Nothing in this Agreement transfers any right to Riot IQ of any Test Administrator's trademarks, trade names or other intellectual property.

8. Term and Termination

The Services are provided on a per-Test basis for any RIOT Test and the fees specified at the time of your purchase.

This Agreement shall be in effect until the end of the RIOT Test administration period or unless terminated earlier by Riot IQ. Riot IQ may terminate this Agreement in the event that you breach this Agreement or at any time within our reasonable discretion.

9. Independent Contractor

The Parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the Parties. Neither Party will have the power to bind the other or incur obligations on the other Party's behalf without the other Party's prior written consent. Each Party further agrees that the relationship created by this Agreement is non-exclusive.

10. Warranty Disclaimers

THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY. YOU UNDERSTAND THAT RIOT IQ DOES NOT PROMISE ANY SPECIFIC RESULTS FROM THE USE OF THE SERVICE. RIOT IQ IS NOT RESPONSIBLE FOR: ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM YOUR USE OF THE SERVICES; ANY CONTENT, INCLUDING USER CONTENT, POSTED ON THE SERVICES OR TRANSMITTED TO USERS; OR ANY INTERACTION OR CONTACT BETWEEN USERS OF THE SERVICE, WHETHER ONLINE OR OFFLINE.

WE PROVIDE THE SERVICES “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ACCESSIBLE WITHOUT INTERRUPTION OR THAT THE SERVICES, ANY CONTENT FROM THE SERVICES, OR THE SERVER THAT MAKES THIS SERVICES AVAILABLE ARE FREE FROM ERRORS, DEFECTS, DESIGN FLAWS, OMISSIONS, VIRUSES, OR OTHER HARMFUL COMPONENTS. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, IN WHICH CASE PORTIONS OF THIS DISCLAIMER MAY NOT APPLY TO YOU.

FROM TIME TO TIME, WE MAY MAKE THIRD-PARTY OPINIONS, ADVICE, STATEMENTS, OFFERS, OR OTHER THIRD-PARTY INFORMATION OR CONTENT AVAILABLE ON THE WEBSITE AND/OR THROUGH THE SERVICE. ALL THIRD-PARTY CONTENT IS THE RESPONSIBILITY OF THE RESPECTIVE AUTHORS THEREOF AND SHOULD NOT NECESSARILY BE RELIED UPON. SUCH THIRD-PARTY AUTHORS ARE SOLELY RESPONSIBLE FOR SUCH CONTENT. Riot IQ DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD-PARTY CONTENT ON THE WEBSITE OR PROVIDED THROUGH THE SERVICES, OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY THAT APPEARS ON THE WEBSITE OR SERVICES. UNDER NO CIRCUMSTANCES WILL Riot IQ OR ITS AFFILIATES OR SUBSIDIARIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON USER CONTENT OR OTHER CONTENT POSTED ON THE SERVICES.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES), ARISING OUT OF OR IN CONNECTION WITH ANY USE OF, THE INABILITY TO USE, OR THE RESULTS OF USE OF THE SERVICES, INCLUDING THE MOBILE APPLICATION, WEBSITE OR ITS CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN WHICH CASE PORTIONS OF THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL WE BE LIABLE OR RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ERRORS IN PRICING OR AVAILABILITY OF SERVICES AND PRODUCTS, IN NO EVENT WILL RIOT IQ'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID RIOT IQ IN THE LAST TWELVE (12) MONTHS, OR, IF GREATER, FIFTY DOLLARS.

RIOT IQ SPECIFICALLY DISCLAIMS ALL LIABILITY, DAMAGES, PERSONAL INJURIES AND OTHER LIABILITY OF ANY KIND OR NATURE WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF, OR RELATING TO, YOUR USER CONTENT, PATIENT INFORMATION, OR ANY OTHER DATA YOU SUBMIT TO RIOT IQ, INCLUDING THE LOSS OR UNAUTHORIZED ACCESS BY A THIRD PARTY OF ANY SUCH DATA; DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE; OR LOSS OR CORRUPTION OF DATA THAT RESULTS OR MAY RESULT FROM THE DOWNLOAD OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE SERVICE.

THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL WITH RESPECT TO THEIR ESSENTIAL PURPOSE.

12. Indemnification

You agree to indemnify and hold Riot IQ, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party due to or arising out of (i) your access to or use of the Services, (ii) any violation of this Agreement (including negligent or wrongful conduct) by you, (iii) the infringement by you, or any third party using your Account, of any intellectual property or other right of any person or entity, (iv) your User Content, or (v) your violation of HIPAA, state data privacy laws, or other applicable laws or regulations. In states where the law does not recognize a cap on liability and/or indemnity obligations, you agree to hold harmless Riot IQ and be fully responsible for any loss, liability and/or legal fees that arise from the violation of this Agreement.

13. Disputes and Arbitration

Binding Arbitration and Class Action Waiver. We hope we never have a dispute, but if we do, you and we agree to try for 60 days, upon receipt of a Notice of Dispute, to resolve it informally. If we can't, you and we agree to binding individual arbitration before the American Arbitration Association (“AAA”) under the Federal Arbitration Act (“FAA”), and not to sue in court in front of a judge or jury. Instead, a neutral arbitrator will decide, and the arbitrator's decision will be final except for a limited right of review under the FAA. To the fullest extent permitted by law, class action lawsuits, class-wide arbitrations, private attorney-general actions, requests for public injunctions, and any other proceeding or request for relief where someone acts in a representative capacity aren't allowed. Nor is combining individual proceedings without the consent of all parties.

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Disputes Covered-Everything Except IP. The term “dispute” is as broad as it can be. It includes any claim or controversy between you and us that in any way relates to or arises from your use or attempted use of the Services and all matters relating to or arising from these Terms, including the validity and enforceability of this agreement to arbitrate, under any legal theory including contract, warranty, tort, statute, or regulation, except disputes relating to the enforcement or validity of your, your licensors', our, or our licensors' intellectual property rights.

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Send a Notice of Dispute Before Arbitration. If you have a dispute with Riot IQ that our customer service representatives can't resolve and you wish to pursue arbitration, you must first notify us in writing at the following email address: support@riotiq.com, using the subject line “Notice of Dispute.” Your notice of dispute must be individual to you and must include, as applicable, your name, the email address, and your residential address. The notice of dispute also must describe the dispute, explain the facts of the dispute as you understand them, and tell Riot IQ what you want us to do to resolve the problem. This Notice of Dispute is a prerequisite to initiating any arbitration. Any applicable statute of limitations will be tolled from the date of a properly submitted individualized Notice of Dispute through the first date on which an arbitration may properly be filed under this Section.

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Small Claims Court Option. Instead of sending a Notice of Dispute, either you or we may sue the other party in small claims court seeking only individualized relief, so long as the action meets the small claims court's requirements and remains an individual action seeking individualized relief. The small claims court must be in your county of residence (or, if a business, your principal place of business).

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Arbitration Procedure. The AAA will conduct any arbitration under its Consumer Arbitration Rules. For more information, see www.adr.org or call 1-800-778-7879. This Agreement, including this Dispute Resolution clause, govern to the extent they conflict with any applicable AAA rules. To initiate an arbitration, submit the Demand for Arbitration form available at https://www.adr.org/sites/default/files/Consumer_Demand_for_Arbitration_Form_3.pdf to the AAA and email a copy to support@riotiq.com. The form must contain information that is specific to you and your claim. In a dispute involving $25,000 or less, any hearing will be telephonic or by videoconference unless the arbitrator finds good cause to hold an in-person hearing instead. Any in-person hearing will take place in your county of residence (or, if a business, your principal place of business). The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually to satisfy your individual claim, but not relief that would affect non-parties.

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The arbitrator rules on all arbitrability issues, including scope, validity and enforceability of this arbitration agreement, except that a court has exclusive authority: (i) to decide whether the parties have complied with the pre-arbitration requirements (including the individualized Notice of Dispute and Demand for Arbitration form); (ii) to enforce the prohibition on class, representative, private attorney-general, or combined actions or proceedings, or on public injunctive relief in arbitration; and (iii) to enjoin an arbitration from proceeding if it does not comply with this Section.

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Severability. If, after exhaustion of all appeals, any part of this Dispute Resolution clause is found to be unenforceable as to any claim or request for a remedy, then the parties agree to arbitrate all claims and remedies subject to arbitration before litigating in court any remaining claims or remedies (such as a request for a public injunction remedy, in which case the arbitrator issues an award on liability and individual relief before a court considers that request). Otherwise, if any other part of this Dispute Resolution clause is found to be unenforceable, the remainder will remain in effect (with an arbitration award issued before any court proceeding begins).

14. Governing law

The laws of Florida, excluding its conflicts of law principles, govern these Terms and your use of the Services. To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, such action will be subject to the exclusive jurisdiction of state and federal courts in the Florida; and you hereby irrevocably submit to personal jurisdiction and venue in such courts, and waive any defense of improper venue or inconvenient forum.

15. Survival

After this Agreement terminates, the terms of this agreement that expressly or by their nature contemplate performance after termination or expiration will survive and continue in full force and effect. For example, the provisions protecting intellectual property, indemnification, payment of fees, and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Agreement, the termination of this Agreement for any reason will not release you from any obligations incurred prior to termination of the Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

16. Assignability

You may not assign the Agreement or any of its rights or obligations hereunder, without Riot IQ's prior written consent in the form of a written instrument signed by a duly authorized representative of Riot IQ. Riot IQ may freely assign this Agreement without your consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Agreement is binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

17. Waiver and severability

No waiver by Riot IQ of any term or condition set out in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Riot IQ to assert a right or provision under these Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.

18. Consent to Use Electronic Records

In connection with the Terms of Service, you may be entitled to receive certain records from Riot IQ or our affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Services, you give us permission to provide these records to you electronically instead of in paper form.

19. Entire Agreement

This Agreement and any documents referenced herein, constitute the sole and entire agreement between you and Riot IQ and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, to the extent they relate in any way to the Services.