Last
revised:
May 15, 2023
Welcome,
and thanks for using the Emergenetics Services! When you use our Services (as defined
below),
you’re agreeing to our terms, so please take a few
minutes to read over the User Agreement
below.
Note:
You are entering into a legally binding agreement.
Emergenetics
develops research-based psychometric instruments that are of quality and
integrity, and design and deliver people solutions that engage the individual,
through a network of global partners, so that we can achieve our vision of
‘Emergenetics In Every Mind’.
This Agreement applies to
you if you are an Emergenetics participant, Associate, Corporate Associate,
Assistant, Country Representative, Domain Administrator, or Superadmin of the
Emergenetics Services (“you”, “your”, “User”
).
This Agreement applies to
your use of the Emergenetics.com website, the web-based Emergenetics
Plus software application, the
web-based ESP software application
(collectively, the “Portal”), and any
other products or services offered by Emergenetics International (each a
“Service” and collectively with the
Portal
, the “Services”).
You agree that by registering on Emergenetics.com or by using our
websites or applications, you are entering into a legally binding agreement
with The Browning Group International, Inc. dba Emergenetics International and
its affiliates (including STEP, LLC,
Emergenetics Caelan & Sage Pte Ltd, Emergenetics Europe Limited (the
“Emergenetics Affiliates”), located at 2 Inverness Dr E Suite 189, Centennial
CO, 80112, USA (collectively “we,” “us,” “our,” and “Emergenetics”) based on
the terms of this Emergenetics User Agreement and the Emergenetics Privacy
Policy, which is hereby incorporated by reference (collectively referred to as
the “Agreement”), as a registered participant in or user of the Services.
If you are using Emergenetics on behalf of a
company or other legal entity, you are nevertheless individually bound by this
Agreement even if your company has a separate agreement with us. If you are an Emergenetics
Associate, Corporate Associate, Assistant, Country Representative, Domain
Administrator, or Superadmin accepting the terms of this Agreement on behalf of an entity, you
represent and warrant to Emergenetics that you have the authority to bind that
entity and its affiliates, where applicable, to the terms and conditions of
this Agreement.
If
you do not agree with this Agreement, do NOT register
and do not access, view, download or otherwise use any Emergenetics Services. By registering to take
an Emergenetics Profile or by submitting any other registration information, or
by using any Service, you acknowledge that you have read and understood the
terms and conditions of this Agreement and that you agree to be bound by all of its provisions. Please note that the Emergenetics User Agreement and Privacy
Policy are also collectively referred to as Emergenetics “Terms of Service.”
You
must comply with all applicable laws and this Agreement, as may be amended from
time to time with or without advance notice, the Emergenetics Privacy
Policy, and other specific rules for Particular Services.
To
be eligible to use the Services, you must meet the following criteria and
represent and warrant that you: (1) are the “Minimum Age” (defined below) or
older; (2) are not currently restricted from the Services, or not otherwise
prohibited from having an Emergenetics account, (3) are not a competitor of
Emergenetics or are not using the Services for reasons that are in competition
with Emergenetics; (4) will only maintain one Emergenetics account at any given
time; (5) will use your real name and only provide accurate information to
Emergenetics; (6) have full power and authority to enter into this Agreement
and doing so will not violate any other agreement to which you are a party; (7)
will not violate any rights of Emergenetics or third party, including
intellectual property rights such as copyright or trademark rights; and (8)
agree to provide at your cost all equipment, software, mobile access, and
internet access necessary to use the Services.
“Minimum
Age” means 9 years old for all countries. However, if applicable law requires
that you must be older than such ages in order for
Emergenetics to lawfully provide the Services to you (including the collection,
storage and use of your information in accordance with our Privacy Policy) then
the Minimum Age would be such older age. Emergenetics Plus is not designed nor
intended for use by participants under the age of 18.
The
account you create on the Portal by submitting
registration information will become the property of Emergenetics, except for the content
and information that you license to us. However, between you and others, your
account belongs to you. You agree to: (1) keep your password secure and
confidential; (2) not permit others to use your account; (3) not use other’s
accounts; (4) not sell, trade, or transfer your Emergenetics account to another
party; and (5) not charge anyone for access to any portion of the Portal, or any information
therein. Further, you are responsible for anything that happens through your account until you close down
your account or prove that your account security was compromised due to no
fault of your own. To close your Emergenetics account, respectively, please send a request via email to
support@emergenetics.com.
You
agree to indemnify us and hold us harmless for all damages, losses and costs
(including, but not limited to, reasonable attorneys’ fees and costs) related
to all third party claims, charges, and investigations, caused by (1) your
failure to comply with this Agreement, including, without limitation, your
submission of content that violates third party rights or applicable laws, (2)
any content you submit to the Services, and (3) any activity in which you
engage on or through Emergenetics.
For
purposes of service messages and notices about the Services, Emergenetics may
place a banner notice across the pages of the Portal to alert you to certain
changes such as modifications to this Agreement. Alternatively, notice may consist of an email from Emergenetics to an email
address associated with your account, even if we have other contact
information. You also agree that Emergenetics may communicate with you through
your Emergenetics account or through other means including email, mobile
number, telephone, or delivery services including the postal service about your
Emergenetics account or services associated with Emergenetics. You acknowledge
and agree that we shall have no liability associated with or arising from your
failure to do so maintain accurate contact or other information, including, but
not limited to, your failure to receive critical information about the
Services.
Information you share in the Portal may be seen and used by
other Users. Emergenetics cannot
guarantee that other Users will or will not use the
information that you share on Emergenetics Plus, nor the manner of use.
Therefore, if you have information that you would like to keep confidential or
don’t want others to use, or that is subject to third-party rights that may be
infringed by your sharing it, do not post it to the Portal. EMERGENETICS IS NOT
RESPONSIBLE FOR ANOTHER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR
INFORMATION YOU POST ON THE EMERGENETICS PORTAL.
You
should carefully read our full Privacy
Policy before using Emergenetics
Services
as
it is hereby incorporated into this Agreement by reference, and governs our
treatment of any information, including personally identifiable information you
submit to us. Please note that certain information, statements, data, and
content (such as photographs) which you may upload or post to the Portal may
reveal your gender,
ethnic origin, nationality, age, and/or other personal information about you.
You acknowledge that your submission of any information, statements, data, and
content to us is voluntary on your part and that Emergenetics may process such
information, within the terms of the Privacy Policy.
Your
use of the
Services
,
including our software, is subject to export and re-export control laws and
regulations, including the Export Administration Regulations (“EAR”) maintained
by the United States Department of Commerce and sanctions programs maintained
by the Treasury Department’s Office of Foreign Assets Control. You shall not —
directly or indirectly — sell, export, re-export, transfer, divert, or
otherwise dispose of any software or service to any end-user without obtaining
the required authorizations from the appropriate government authorities. You
also warrant that you are not prohibited from receiving US origin products,
including services or software.
By
submitting suggestions or other feedback regarding our Services
(“Contributions”) in any way to Emergenetics, you acknowledge and agree that:
(a) your Contributions do not contain confidential or proprietary information;
(b) Emergenetics is not under any obligation of confidentiality, express or
implied, with respect to the Contributions; (c) Emergenetics shall be entitled
to use or disclose (or choose not to use or disclose) such Contributions for
any purpose, in any way, in any media worldwide; (d) Emergenetics may have
something similar to the Contributions already under consideration or in
development; (e) you irrevocably non-exclusively license to Emergenetics rights
to exploit your Contributions; and (f) you are not entitled to any compensation
or reimbursement of any kind from Emergenetics under any circumstances.
On
the condition that you comply with all your obligations under this Agreement,
including, but not limited to, we grant you a limited, revocable,
non-exclusive, non-assignable, non-sublicenseable license and right to access
the Services, through a generally available web browser, mobile device or
Emergenetics authorized application (but not through scraping, spidering,
crawling or other technology or software used to access data without the
express written consent of Emergenetics or its Users), to view content and
information and otherwise use the Services, to the extent intended and
permitted by the functionality thereof, the Users’ settings and your degree
of connection with them, in accordance with this Agreement. Any other use of
Emergenetics contrary to our mission and purpose (such as seeking to connect to
someone you do not know or trust, or to use information gathered from
Emergenetics commercially unless expressly authorized by Emergenetics) is
strictly prohibited and a violation of this Agreement. We reserve all rights
not expressly granted in this Agreement, including, without limitation, title,
ownership, intellectual property rights, and all other rights and interest in
Emergenetics and all related items, including any and all
copies made of the Emergenetics websites.
For
as long as Emergenetics continues to offer the Services, Emergenetics shall
provide and seek to update, improve and expand the
Services. As a result, we allow you to access the Services as they may exist and be
available on any given day and we have no other obligations, except as
expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely,
or change and modify prices prospectively for all or part of the Services for
you or for all our Users in our sole discretion. All of these changes shall be effective upon their posting
on the
Portal
or
by direct communication to you unless otherwise noted.
Emergenetics
further reserves the right to withhold, remove or discard any content available
as part of your account, with or without notice if deemed by Emergenetics, in our sole discretion, to be contrary to this
Agreement. For avoidance of doubt, Emergenetics has no obligation to store,
maintain or provide you a copy of any content that you or other Users provide when using the
Services. Emergenetics may be required by local laws to remove certain
information or content and so that information or content may not be available
on our Services
in those countries.
By
using the Services, you may be exposed to other Users’ or
third-party content or information
that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. Except for certain limited
circumstances, such as where legally required, we generally do not review or
filter such content. You agree and acknowledge that we are not responsible for
other Users’ or third-party
content or information or
for any damage of any kind incurred as result of your reliance thereon.
Emergenetics
may include links to third party websites (“Third Party Sites”) on our
Services. You are responsible for evaluating whether you want to access or use
a
Third-Party Site. You should review any applicable terms or
privacy policy of a Third-Party Site before using it or sharing any information
with it, because you may give the third-party permission to use your
information in ways we would not. Emergenetics is not responsible for and does
not endorse any features, content, advertising, products
or other materials on or available from Third Party Sites. Accordingly, if you
decide to use Third Party Sites, you do so at your own risk and agree that this
Agreement does not apply to your use of any Third-Party
Site.
You
acknowledge, consent and agree that we may access, preserve, and disclose your
registration and any other information you provide in accordance with the terms
of the Privacy
Policy if required to do so by
law or in a good faith belief that such access preservation or disclosure is
reasonably necessary in our opinion to: (1) comply with legal process,
including, but not limited to, civil and criminal subpoenas, court orders or
other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims
of a violation of the rights of third parties, whether or not the third party
is a User, individual, or
government agency; (4) respond to customer service inquiries; or (5) protect the
rights, property, or personal safety of Emergenetics, our Users or the public.
Disclosures of User information to third
parties other than those required to provide customer support, administer this
agreement, or comply with legal requirements are addressed in the Privacy
Policy.
Notwithstanding any other language in this section, Emergenetics shall only
process or disclose personally identifiable information as described in our
Privacy Policy.
You
are solely responsible for your interactions with other Users. Emergenetics may limit
the number of connections you may have to other Users and may, in certain
circumstances, prohibit you from contacting other Users through use of the
Services or otherwise limit your use of the Services. Emergenetics reserves the
right, but has no obligation, to monitor disputes between you and other Users
and to restrict, suspend,
or close your account if Emergenetics determines, in our sole discretion, that
doing so is necessary to enforce this Agreement.
The
Services include the copyrights and iIntellectual property
rights of Emergenetics and except for the limited license granted to you in
Section 3, Emergenetics reserves all of its intellectual property rights (meaning any and all
registered and unregistered rights granted, applied for, or otherwise now or
hereafter in existence under or related to any patent, copyright, trademark,
trade secret, database protection, or other intellectual property rights laws,
and all similar or equivalent rights or forms of protection, in any part of the
world) in the Services.
Emergenetics
and Emergenetics Plus trademarks, service marks, graphics, and logos used in
connection with Emergenetics are trademarks or registered trademarks of
Emergenetics. Other trademarks and logos used in connection with Emergenetics
may be the trademarks of their respective owners. This Agreement does not grant
you any right or license with respect to any such trademarks and logos.
TO
THE EXTENT ALLOWED UNDER LAW, EMERGENETICS (AND THOSE THAT EMERGENETICS WORKS
WITH TO PROVIDE THE SERVICES) (A) DISCLAIM ALL IMPLIED WARRANTIES AND
REPRESENTATIONS (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT); (B) DO NOT GUARANTEE THAT THE
SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS, AND (C) PROVIDE THE
SERVICE (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE”
BASIS.
SOME
LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY
NOT APPLY TO YOU.
LIMITATION
OF LIABILITY. SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY
IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY
NOT APPLY TO YOU.
Neither
Emergenetics nor any of our subsidiaries, affiliated companies, suppliers,
employees, shareholders, or directors (“Emergenetics Affiliates”) shall be
cumulatively liable for (a) any damages, or (b) any special, incidental,
indirect, punitive or consequential damages or loss of use, profit, revenue or
data to you or any third person arising from your use of the Services, or any
of the content or other materials on, accessed through or downloaded from
Emergenetics. This limitation of liability is part of the basis of the bargain
between the parties and without it the terms and prices charged would be
different. This limitation of liability shall: Apply regardless of whether (1)
you base your claim on contract, tort, statute or any
other legal theory, (2) we knew or should have known about the possibility of
such damages, or (3) the limited remedies provided in this section fail of
their essential purpose; and
Not
apply to any damage that Emergenetics may cause you intentionally or knowingly
in violation of this Agreement or applicable law, or as otherwise mandated by
applicable law that cannot be disclaimed in this Agreement.
You
may terminate this Agreement, for any or no reason, at any time, with notice to
Emergenetics pursuant to Section 8. This notice will be effective upon
Emergenetics processing your notice. Emergenetics may terminate this Agreement
and your account for any reason or no reason, at any time, with or without
notice. This cancellation shall be effective immediately or as may be specified
in the notice. For avoidance of doubt, only Emergenetics may terminate your
access to any Services. Termination of your Emergenetics account includes
disabling your access to Emergenetics and may also bar you from any future use
of Emergenetics.
Emergenetics
may restrict, suspend or terminate the account of any User who abuses or misuses the
Services. Misuse of the Services includes inviting other Users with whom you do not
know to connect; abusing the Emergenetics connection services; creating
multiple or false accounts; using the Services commercially without
Emergenetics authorization, infringing any intellectual property rights, or any
other behavior that Emergenetics, in its sole discretion, deems contrary to its
purpose. In addition, and without limiting the foregoing, Emergenetics has
adopted a policy of terminating accounts of User
s who, in Emergenetics
sole discretion, are deemed to be repeat infringers under the United States
Copyright Act.
Upon
termination of your Emergenetics account, you lose access to the Services. The
terms of this Agreement shall survive any termination, except Section 3 (“Your
Rights”) and Sections 4.1., 4.2., and 4.3. (“Our Rights and Obligations”).
If
any provision of this Agreement is found by a court of competent jurisdiction
or arbitrator to be illegal, void, or unenforceable, the unenforceable
provision will be modified so as to render it enforceable and effective to the
maximum extent possible in order to effect the intention of the provision; if a
court or arbitrator finds the modified provision invalid, illegal, void or
unenforceable, the validity, legality and enforceability of the remaining
provisions of this Agreement will not be affected in any way.
Where
Emergenetics has provided you with a translation of the English language
version of this Agreement, the Privacy Policy, or any other documentation, you
agree that the translation is provided for your convenience only and that the
English language versions of this Agreement, the Privacy Policy, and any other
documentation, will govern your relationship with Emergenetics.
You
agree that this Agreement constitutes the entire, complete
and exclusive agreement between you and Emergenetics regarding the Services and
supersedes all prior agreements and understandings, whether written or oral, or
whether established by custom, practice, policy or precedent, with respect to
the subject matter of this Agreement. You also may be subject to additional
terms and conditions that may apply when you use or purchase certain other
Emergenetics services, third-party content or
third-party
software.
We
reserve the right to modify, supplement, or replace the terms of this
Agreement, effective prospectively upon posting at www.emergenetics.com or
notifying you otherwise. For example, we may present a banner on the Services
when we have amended this Agreement or the Privacy Policy so that you may
access and review the changes prior to your continued use of the Services. If you
do not want to agree to changes to this Agreement, you can terminate this
Agreement at any time per Section 6 (Termination).
Our
failure to act with respect to a breach of this Agreement by you or others does
not waive our right to act with respect to that breach or subsequent similar or
other breaches. Except as expressly and specifically contemplated by the
Agreement, no representations, statements, consents, waivers or other acts or
omissions by any Emergenetics Affiliate shall be deemed legally binding on any
Emergenetics Affiliate, unless documented in a physical writing hand signed by
a duly appointed officer of Emergenetics.
In
no event shall you seek or be entitled to rescission, injunctive or other
equitable relief, or to enjoin or restrain the operation of the Services,
exploitation of any advertising or other materials issued in connection therewith,
or exploitation of the Services or any content or other material used or
displayed through the Services.
You
may not assign or delegate any rights or obligations under the Agreement. Any
purported assignment and delegation shall be ineffective. We may freely assign
or delegate all rights and obligations under the Agreement, fully or partially
without notice to you. We may also substitute, by way of unilateral novation,
effective upon notice to you, Emergenetics International for any third party
that assumes our rights and obligations under this Agreement.
You
may have rights or obligations under local law other than those enumerated here
if you are located outside the United States.
If
you think someone has stolen or misused your Emergenetics account or personal
information, please contact us. We encourage our Users to share accurate
information. We also respect the intellectual property rights of others.
Accordingly, this Agreement requires that information posted by Users be accurate and not in
violation of the intellectual property rights or other rights of third parties.
To promote these objectives, Emergenetics provides many forms of contact to
report any such violations.
By
accepting this Agreement, you also agree to the Emergenetics Data Processing
Addendum (the “Addendum”), if the Addendum is
applicable to you. .
As
of May 25, 2018, you agree that if you have not accepted the Emergenetics Data
Processing Addendum (or when it is not in full force and effect for any other
reason), you shall be prohibited from Processing Client Personal Data regulated
by EU Data Protection Laws (all capitalized references shall have the meaning
defined in the said Addendum), and shall be obligated to immediately cease and
desist from any such processing activities, for as long as the said Addendum is
not in full force and effect. You agree to indemnify and hold harmless
Emergenetics and its officers, directors, employees, agents, affiliates,
successors, and permitted assigns against any and all
losses, damages, liabilities, deficiencies, claims, actions, judgments,
settlements, interest, awards, penalties, fines, costs, or expenses of whatever
kind which Emergenetics may sustain as a consequence of the breach by the you
of your obligation pursuant to this paragraph.