These Terms of Use (the "Agreement") is made by and between Growth Resources Inc. ("Company"), a Delaware corporation with its principle offices located at 1390 Market Street, suite 200, San Francisco, CA 94102, and you ("You", "Your" or "End User"). This Agreement is a legal agreement between Company and You.
The software and database product available through the website located at www.gri.co (the "Site"), including all updates, amendments, fixes, additions to and new versions thereof introduced (at Company’s discretion), all material generated as a result of the operation of the software and database product, and all instructions, advice, competencies, questions, pro-forma documents, reports, data or any combination of the foregoing criteria, questions, behavioral indicators, communications, files, text, graphics, procedures, know how, presentations and manuals, whether written or in the form of a video or software program or in any other medium, the GRI behavior survey and profile, the PBI survey and profile, the interpretation of such profiles and surveys, and the instructions for making use of such profiles and surveys and other information that has been provided during a Company certification, workshop, seminar or other training (the "Licensed Material"), is the sole property of Company and its licensors. This Agreement grants End User a limited license to use the Licensed Material. Further rights may only be granted pursuant to a License Agreement with Company. The "Password" is a confidential, personal, non-transferrable password or username that has been provided to you either by Company or from a third party entity (the "Third-Party Entity") which has entered into a License Agreement with Company, which Third-Party Entity may be Your employer, prospective employer, business partner or other related entity.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING ACCEPTANCE OR BY ACCESSING THE SITE, OR THE LICENSED MATERIAL, END USER AGREES TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SITE OR THE LICENSED MATERIAL.
(a) End User is hereby granted a non-exclusive, non-transferable, non-sublicensable right and license to access and use the Licensed Material for End User's non-commercial purposes. End User is granted access to the Licensed Material, conditional upon End User's agreement to abide by the terms of this Agreement.
(b)All title to the Licensed Material and the information and ideas contained therein, and all rights in any copyrights, trademarks, trade secrets, trade names, patents and other intellectual property rights in or in connection with the Licensed Material are and will remain the property of Company or its licensors. The Licensed Material is protected by copyright and other proprietary rights laws. You may not copy, modify, reproduce, perform, display, distribute, remove, obscure or create derivative versions of: (a) the Licensed Material other than as expressly permitted in this Agreement, (b) the design or layout of the Site or individual sections of the design or layout of the Site or (c) the Company trademarks and logos.
In using the Licensed Material You agree as follows:
You have received a Password provided by either Company or the Third-Party Entity. In addition to this Password, the Licensed Material requires End User registration. You will be asked to provide certain registration information (the "Registration Data"). In registering to use the Licensed Material, including all Generated Works available on or through it, You agree to:
You are responsible for maintaining the confidentiality of Your Registration Data. You agree to notify Company immediately of any unauthorized activity using Your Registration Data or if You suspect that the confidentiality of Your Registration Data has been breached.
You must keep Your login and password details strictly confidential and secure at all times - do not disclose them to anyone or allow anyone else to use them. Company cannot be held responsible for any use made of the Licensed Material and/or Generated Works as a result of End User's failure to keep login and/or password details secure and confidential.
Company reserves the right to seek all remedies available in law and equity for violations of any rules and regulations set out in this Agreement, including the right to block access from a particular Internet address to the Licensed Material. End User acknowledges that the unauthorized use of the Licensed Material will cause Company irreparable harm that may not be adequately compensated by monetary damages. Accordingly, End User agrees that Company will, in addition to other remedies available to it, be entitled to seek injunctive relief to enforce the terms of this Agreement. Company reserves the right, at its sole discretion, to terminate or suspend Your use of the Licensed Material, terminate or suspend Your account, refuse any current or future use thereof and require you to return or destroy any physical materials compromising the Licensed Materials.
In using this Licensed Material and the Generated Works, You expressly understand and agree that:
Company is not liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for any loss of profits, revenue, goodwill, data, electronically transmitted orders or other economic advantage (even if Company has been advised of the possibility of such damages), or business interruption, however caused and regardless of the theory of liability, whether in contract, tort (including negligence), statute or otherwise, arising out of, or related to:
In any event, Company's entire liability under this Agreement shall be limited to the fees received by Company pursuant to Your use of the Licensed Material, if any.
(a) This Agreement will commence when You select the "Accept", "I Agree", or similar button or check box, and will continue as long as You have a valid Password, and, if applicable, the License Agreement between Company and the Third-Party Entity continues in full force and effect. The license granted under this agreement will automatically expire upon expiration or termination of Your Password and/or, if applicable, expiration or termination of the License Agreement between Company and the Third-Party Entity, and Your right to use the Licensed Material shall automatically expire thereupon and You must discontinue all use of the Licensed Material. The provisions of this Agreement (other than Your license to use the Licensed Material) shall survive the termination or expiration of this Agreement.
(b) Company may immediately terminate this Agreement if You materially breach any of the provisions of this Agreement.
(c) Upon termination or expiration of this Agreement or End User's Password, End User shall lose all access to any data contained in the Licensed Material, including any data entered into the Licensed Material by End User, and shall have no right thereto.
You agree to indemnify Company and hold Company and its subsidiaries, affiliates, officers, directors, agents, employees, successors and assigns harmless from any liability for any claims, demands and expenses, including reasonable attorneys' fees, made by any third party due to or arising out of Your use of the Licensed Material, breach of this Agreement, or Your violation of any law or the rights of a third party, or arising out of any data submitted by You.
(a) Headings. The headings in this Agreement are for convenience only and shall not affect its interpretation.
(b) Amendments. Company may amend, vary or revise this Agreement from time to time by placing an updated version on the Site. Your continued use of the Licensed Material after such an updated version has been posted on the Site, constitutes Your acceptance of the changes.
(c) Waiver. If Company fails, at any time during the term of this Agreement, to insist upon strict performance of any of End User’s obligations under this Agreement, or fails to exercise any of the rights or remedies to which Company is entitled, this shall not constitute a waiver of such rights or remedies and shall not relieve the End User from compliance with such obligations unless it is expressly stated to be a waiver and is communicated to the End User in writing.
(d) Severability. If any of the terms of this Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
(e) Entire Agreement. Unless you have entered into a License Agreement with Company, this Agreement represents the entire agreement between Company and the End User in relation to the Licensed Material, and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing, including any earlier terms and conditions relating to the Licensed Material.
(f) Law and Jurisdiction. The terms and conditions of this Agreement shall be governed and construed in accordance with the laws of the United States and the State of California and, for any dispute arising out of this Agreement, the parties consent to the exclusive jurisdiction of the state courts located in Santa Clara County, California, and the federal courts located in San Jose, California.