The Services are owned and operated by the Company and in some cases in conjunction with its affiliates, subsidiaries and/or co-venturers. This is a legal agreement (“Agreement”) between you and the Company regarding the Services. By accessing any Service you agree to be bound by the terms of this Agreement. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT OR IF YOU OBJECT TO ANYTHING IN THIS AGREEMENT, DO NOT USE THE SERVICES. By signing up for, installing and/or using the Services in any manner, you agree to the terms of this Agreement and all other policies, rules or procedures that may be published through the Services. All of those policies, rules and procedures are incorporated by reference in this Agreement. This Agreement and all policies, rules and/or procedures are subject to change by the Company in its sole discretion at any time, with or without notice, effective upon posting one or more Services. Your continued use of the Services after the posting of revisions to this Agreement will constitute your acceptance of such revisions. Please consult the end of this Agreement to determine when this Agreement was last revised. Please note that the Company may offer many services and your use of certain Services may be subject to separate manually or digitally-executed agreements, which such agreements become part of your agreement with the Company.
This Agreement is an electronic contract that sets out the legally binding terms of your use of the Services. By accessing the Services you consent to have this Agreement provided to you in electronic form. To receive a hard copy of this Agreement send a request via email to email@example.com and include your mailing address. THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION AND NOTICE AND CLASS ACTION WAIVER. PLEASE REFER TO THE “GOVERNING LAW, ARBITRATION CLAUSE & CLASS ACTION WAIVER” SECTION FOR MORE DETAILS. BY AGREEING TO THESE TERMS OF SERVICE YOU ARE AGREEING THAT, IN MOST CASES, DISPUTES BETWEEN YOU AND THE COMPANY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
You must be at least eighteen (18) years of age or older to access the Services. Use of the Services is void where prohibited. By using the Services, you represent and warrant that: (i) you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement; and (ii) you will use the Services in a manner that is consistent with all applicable laws and regulations. You are solely responsible for ensuring that this Agreement is in compliance with all laws, rules and regulations applicable to you and all End Users, wherever located. This Agreement and use of the Services are revoked in any location where the Services are prohibited or conflict with any applicable law, rule or regulation.
TERM AND TERMINATION
This Agreement will remain in effect while you use the Services. The Company may immediately terminate or suspend your access to the Services and/or cancel your Account (as defined below) for any reason or no reason effective at the discretion of the Company. All decisions regarding the termination of access to the Services shall be made in the sole discretion of the Company. The Company is not required to provide you notice prior to terminating your access to the Services. The Company is not required, and may be prohibited, from disclosing a reason for the termination of your access. Following any termination of your access to the Services, the Company reserves the right to send a notice thereof to other users of the Services with whom you have corresponded. Even after your access is terminated, this Agreement will remain in effect. All terms that by their nature should survive termination of this Agreement shall be deemed to survive such termination.
Certain users of the Services (such as Consultants and Employers (as defined below)) will setup accounts during the registration process (an “Account”). Those users are solely responsible for maintaining the confidentiality of the username and password that are designated during the registration process. The Company may refuse to accept any username for any reason as the Company determines in its sole discretion. You may have only one username and you agree not to transfer or resell your use of or access to the Services to any third party. You are fully responsible for all activities that occur under your username and password. You may not “co-own” accounts on the Services. In the event that the Company determines that you have opened, maintained, used or controlled more than one Account, the Company may, in its sole discretion, suspend or terminate any or all of your Accounts; these Company rights are in addition to any other rights that the Company may have. You agree to notify the Company of any unauthorized use of your username and password or any other breach of security. The Company will not be liable for any loss or damage arising from the unauthorized use of your username and password.
In the course of End Users using the Services, the Company will collect and utilize various information related to End Users’ work for the organization (the “Employer”) that has provided access to the Services, including but not limited to, information related to job functions, performance, satisfaction with the work environment and related matters (collectively, the “Work Information”). The Work Information may be collected from the Employer and other End Users associated with the Employer (collectively, the “Employer Group”), often in the form of Assessments (as defined below). End Users acknowledge and agree that: 1) the Employer and/or the Consultant owns the Work Information and can share the Work Information with whomever it chooses; 2) the Employer Group may take actions related to the End User’s employment based upon the Work Information; and 3) the Company shall not be responsible, and shall have no liability, for any such actions taken by the Employer Group or any other party based on the Work Information or any other information.
An Employer and/or a Consultant, or an Administrator or other personnel so appointed by an Employer or Consultant, may regularly require its associated End Users to complete online assessments through the Services that obtain and compile certain Work Information (the “Assessments”). The Work Information collected in the course of administering Assessments is referred to herein as the “Assessment Data.” The Assessment Data contains personalized information about End Users and is owned by: (i) the Employer and Consultant jointly in the case where the Consultant pays the Company the fee for utilizing the Services (the “Data Fee”); and (ii) solely by the Employer when the Employer pays the Company the Data Fee. The applicable owner(s) of the Assessment Data determine who has access to the Assessment Data. The Company will compile the Assessment Data and utilize it in the course of providing the Services. The Company never shares the Assessment Data except as directed by the Employer, the Consultants and Administrators, and, if applicable, shares with third party service providers that the Employer has separately engaged and are granted access to similar data through such engagement. The Assessment Data will be kept on the Company’s system for so long as the Employer or Consultant is subscribed to the Services. The Company will purge the personalized Assessment Data from its system within six months of the Employer or Consultant, as applicable, terminating the Services, provided, however, that the Company will purge such data within the timeline required by applicable law if requested by the Employer or Consultant (in the case of the Consultant paying the Data Fee, the Consultant and Employer decide together when the Assessment Data will be deleted and in the case of the Employer paying the Data Fee, the Employer alone makes this determination).
There are generally two types of Assessments available through the Services. The first type are Assessments generated by the Company and made available to all users of the Services (the “Company Assessments”). The second type are Assessments (the “Research Assessments”) generated by Consultants or other users of the Services (an “Assessment Provider) and made available to users of the Services.
The Company compiles aggregated, anonymized versions of the Assessment Data that do not contain any personally identifiable information of the End User (the “Aggregated Data”). The Company will keep this Aggregated Data indefinitely and use it in the course of administering its Services and the Website, and as it otherwise deems appropriate in the course of its business, including, but not limited to, sharing the Aggregated Data with other companies with whom the Company is jointly developing certain services and offerings. The Company is the sole and exclusive owner of the Aggregated Data that is derived from the Company Assessments. Assessment Providers are the sole owners of the Aggregated Data that is derived from the Research Assessments, provided, however, all Assessment Providers automatically grant, and each represents and warrants that the applicable Assessment Provider has the right to grant, to the Company, an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to use, reproduce, publicly display and distribute such Aggregated Data, and to prepare derivative works of, or incorporate into other works, such Aggregated Data, and to grant and authorize sub-licenses of the foregoing.
CHARGES TO YOUR BILLING ACCOUNT
For any fee-based transactions that you initiate directly with the Company, you agree to pay all charges at the prices then in effect. You authorize the Company and the Company’s third-party processing agent(s) (the “Processing Agent”) to charge your chosen payment source. All information that you provide to the Company and/or the Processing Agent when paying for a fee-based transaction must be current and complete. If the Company does not receive payment from your chosen payment source, then you agree to pay upon demand all amounts due from your use of the Services. The Company and the Processing Agent reserve the right to correct any errors or mistakes made even if payment has already been requested or received. If payment is required for End Users designated by you to use the Services, then we will only provide the Services to those End Users for whom you have paid the applicable fees, and only such End Users are permitted to access and use the Services.
USE OF THE SERVICES AND CONTENT
You are solely responsible for, and assume all liability regarding: i) all interactions you have with other users of the Services and ii) the information and content that you transmit, publish or otherwise make available through the Services. You understand that use of the Services may allow you to provide other users with certain information about yourself and you further understand the risks inherent with providing other users this information. You assume all risks associated with using the Services, including all risks associated with any online and offline interactions with other users. You agree to take all necessary precautions when meeting people through the Services. You acknowledge that the Company makes no express or implied guarantees regarding your use of the Services. You agree to promptly report to the Company any violation of this Agreement by any other user of the Services. The Company reserves the right, but has no obligation, to monitor the information or material that you transmit pursuant to your use of the Services. The Company reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this Agreement, including without limitation, terminating the access of such violators to the Services.
You will not, and will not permit any End User to: (a) permit any unauthorized person or entity to access the Services; (b) use the Services except in accordance with this Agreement and applicable law; (c) modify, adapt, alter, copy or translate the Services; (d) sell, resell, license, distribute, rent or lease the Services; (e) use the Services to store or transmit any “viruses,” “worms,” “Trojan horses,” “e-mail bombs,” “cancelbots” or other harmful computer code, files, scripts, agents or programs; (f) use the Services to store or transmit deceptive, infringing, defamatory or otherwise unlawful or tortious materials, or to store or transmit material in violation of third-party privacy or other rights; (g) access the Services in order to build a competitive product or service; or (h) interfere with or disrupt the integrity or performance of the Services.
The Company is not responsible for the use of any personal information that you may choose to disclose in the course of using the Services. Please carefully select the type of information that you disclose in the course of using the Services to other users.
SERVICES BASED ON USER LOCATION
The Company may offer Services that are based on the location of users and these Services may report to the Company on the locations of those users as they use the Services (the “Location Services”). You may use the Location Services solely at your own discretion, and may opt out of providing such information by turning off those Services. Should you use Location Services, you are consenting to the Company’s collection and dissemination of your location information through the Services. Under no circumstances shall the Company be liable for claims or damages arising from your use of the Location Services.
INTERACTIONS WITH OTHER USERS
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS OF THE SERVICES INCLUDING YOUR EMPLOYER, EMPLOYER GROUP AND CONSULTANTS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR PERSONS YOU MEET THROUGH THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.
The Company owns and retains all proprietary rights in the Services. The Services contain the copyrighted material, trademarks and other proprietary information of the Company and its licensors. Except for that information which is in the public domain or for which you have received written permission, you may not copy, modify, publish, transmit, distribute, perform, display or sell any such proprietary information of the Company, or any other third party, that is accessible via the Services.
Any and all information or content made available through the Services but not directly by the Company, are the views or opinions of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. The Company does not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Services or transmitted to or by any users of 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 Services or is transmitted to or by any users of the Services. Under no circumstances will the Company be responsible for any loss or damage resulting from your reliance on information or other content on the Services or transmitted to or by any users of the Services.
We welcome your comments regarding the Services. If you submit to us creative ideas, suggestions, inventions or other information, such submission shall be the property of the Company. Such submissions shall not be subject to any obligation of confidentiality on our part and we shall not be liable for any use or disclosure of the submission. The Company shall be entitled to unrestricted use of the submission for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY DAMAGES WHATSOEVER THAT ARE INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF THE COMPANY KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTAINDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, UNDER NO CIRCUMSTANCES WILL THE COMPANY’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES, EXCEED THE LESSER OF (I) THE AMOUNT PAID BY YOU TO THE COMPANY DURING THE IMMEDIATELY PRECEDING TWELVE MONTHS, OR (II) THE AMOUNT OF DIRECT DAMAGES INCURRED BY YOU.TO THE MAXIMUM EXENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU. THE COMPANY MAY, BUT IS NOT REQUIRED TO, VERIFY INFORMATION PROVIDED BY USERS OF THE SERVICES. YOU AGREE THAT THE COMPANY WILL HAVE NO LIABILITY TO YOU ARISING FROM ANY INCORRECTLY VERIFIED INFORMATION.
You agree to indemnify and hold the Company, and, as applicable, its owners, officers, directors, employees, subsidiaries, affiliates, agents and representatives, harmless from any loss, liability, claim, or demand, including reasonable attorney’s fees, due to or arising out of your use of the Services in violation of this Agreement or arising from a breach of this Agreement or any breach of your representations and warranties set forth in this Agreement.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE COMPANY GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES (INCLUDING ALL INFORMATION CONTAINED THEREIN), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. THE COMPANY DISCLAIMS LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, THE CONNECTIVITY AND AVAILABILITY OF THE SERVICES.
The Company is not responsible for any incorrect or inaccurate content posted on or transmitted through the Services or in connection with the Services, whether caused by users of the Services or by any of the equipment or programming associated with, or utilized in, the Services.
The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications. The Company is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to users or to any other person’s devices related to or resulting from participating or downloading materials in connection with the Services. Under no circumstances will the Company be responsible for any loss or damage, including personal injury or death, resulting from anyone’s use of the Services, any content transmitted through the Services, or any interactions between users of the Services, whether online or offline.
The Company cannot guarantee and does not promise any specific results from use of the Services. You understand and acknowledge that it is possible for third parties, acting illegally, to access non-public information on the Services and that the Company cannot be responsible for this risk or other third party illegal activity. You acknowledge that the Company has no fiduciary duty or other special relationship with you and the Company has no duty regarding the content that you access through the Services.
MODIFICATION TO SERVICE
The Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that the Company shall not be liable to you or to any third party for any modification, suspension, changes or discontinuance of the Services.
You may not post, distribute, or reproduce any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. If you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Services; your address, telephone number, and email address; a written 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; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. The Company’s Copyright Agent for notice of claims of copyright infringement can be reached at the following email address: firstname.lastname@example.org.
The Services may contain, or third parties may provide on or through the Services, links to websites of third-parties or other resources, which are not under the control of the Company. You acknowledge and agree that the Company: 1) provides these links only as a convenience to you, 2) is not responsible or liable for any content, products or other materials on or available from such websites, 3) does not endorse such websites or the content on such websites and 4) will not be responsible or liable, directly or indirectly, for any loss or damage of any sort caused, or alleged to be caused, by or in connection with your dealings with such websites.
BLOCKING OF IP ADDRESSES
In order to protect the integrity of the Services, the Company reserves the right at any time, in its sole discretion, to block users from certain IP addresses from accessing the Services.
To resolve a complaint regarding the Services, you should email the Company at email@example.com.
US EXPORT CONTROLS
Use of the Services is subject to United States export controls. No use of the Services is permitted by: (i) any country to which the United States has embargoed goods, or (ii) anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By using the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any list. Use of the Services are void where prohibited. To the extent that the Services are not legal in your jurisdiction, you may not use the Services. The Services may not be used where prohibited by law.
GOVERNING LAW, ARBITRATION CLAUSE & CLASS ACTION WAIVER
If there is any dispute between us about or involving the Services, you expressly agree that any such dispute shall be governed by the laws of the State of Delaware, without regard to its conflict of law provisions.
You agree that any dispute, claim, or controversy arising in connection with or relating in any way to this Agreement, your use of the Services or the Services will be determined solely by mandatory binding individual (not class) arbitration, in any reasonable location in the United States that is convenient for both you and the Company. You agree that the arbitrator, and not any federal, state or local court or agency, shall have the exclusive power and authority to resolve all disputes and to rule on the arbitrator’s jurisdiction, including any objections related thereto of any nature whatsoever. There will be no judge or jury in the arbitration proceeding and court review of an arbitration award is limited. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone other than the parties to the arbitration. This arbitration provision will survive termination of this Agreement. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and the Company agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights, which means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights.
You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to the following address: firstname.lastname@example.org. The notice must be sent within 30 days of your first use of the Service; otherwise you shall be bound to arbitrate disputes in accordance with the terms of this Agreement. If you opt out of these arbitration provisions, the Company also will not be bound by them.
NO THIRD PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.
Please contact us at email@example.com with any questions regarding this Agreement.
This Agreement was last revised on June 14, 2021.