Peoplelogic Terms of Service

Last Updated:  June 2020

Introduction

Thank you for using the Peoplelogic.ai web-based service, provided by Peoplelogic, Inc. (“Peoplelogic”).  The term “Service” as used in these Terms of Service (“Terms”) means the Peoplelogic.ai web-based service and all related products, services, software, technologies, deliverables and tools provided by Peoplelogic in connection with the Peoplelogic.ai service, including consulting and implementation services.

Peoplelogic is willing to provide the Service to you only on the condition that you first accept these Terms.  By accessing, registering for, or using the Service, or by accepting these Terms through an “I Accept” checkbox or similar method, you agree to these Terms.  You may also agree to these Terms by physically or electronically signing an Order (as defined below) that incorporates these Terms.  These Terms along with any Order constitute a legally binding agreement between you and Peoplelogic.

Please read these Terms carefully and, if you wish, print or save a copy for your records. If you do not agree with these Terms, you may not access or use the Service.

If you are accepting these Terms in connection with your employment by an entity, these Terms are binding both on you and such entity, and you represent that you are duly authorized to bind that entity to these Terms. 

Changes to These Terms

Peoplelogic may change these Terms from time to time. When these changes are made, Peoplelogic will make a new copy of these Terms available through the Service. You understand and agree that your use of the Service after the date on which these Terms have changed constitutes your acceptance of the updated Terms.

Orders

You may gain access to the Service through your acceptance of an online Service sign-up page, or printed order, or other document that references these Terms (each, an “Order”).  An Order may specify applicable fees, the number of authorized managers who may use the Service, how long you are authorized to use the Service, and other terms.  In the event of a conflict between these Terms and the terms of an Order (excluding these Terms), these Terms shall control except only to the extent that the Order identifies the specific provision(s) in these Terms to be varied.

Changes to the Service

Peoplelogic may, with or without notice, add features to the Service, change the Service, or remove features of the Service, at any time.

Your Account

Your account for access to the Service is for your personal use only. You may not authorize others to use your account, and you may not assign or transfer your account. You must keep your username and password confidential.

You are responsible for all activities, charges, and liabilities associated with your account. You agree to immediately notify Peoplelogic of any unauthorized use of your account of which you are aware.

Your account may include the right to authorize an agreed number of managers employed by your entity to use the Service (“Authorized Users”).  All Authorized Users may access and use the Service solely for your internal benefit, on the condition that those Authorized Users accept these Terms before or during their first use of the Service. Authorized Users include all individuals authorized to use the Service, regardless of whether any such individual is actively using the Service at a particular time. You shall ensure that Authorized Users and any other person that uses the Service through the use of your account comply with these Terms. You shall take all reasonable precautions necessary to safeguard against unauthorized access and use of the Service through your password and account, including ensuring that an Authorized User ceases use of the Service after that Authorized User is no longer associated with your entity.

Term and Termination

These Terms and your right to use the Service remain in effect for the time period specified in the applicable Order (the “Initial Term”), unless terminated earlier in accordance with these Terms.

Except as otherwise specified in an Order, subscriptions for the Service will automatically renew for additional periods equal in length to the expiring subscription term (each, a “Renewal Term”) unless either party provides notice of non-renewal at least 30 days prior to commencement of the next Renewal Term.  As used herein, “Term” means the Initial Term and all Renewal Terms.

If either party materially breaches these Terms, and such breach is not cured within thirty (30) days after written notice of the breach from the other party, then the other party may terminate these Terms.  In addition, Peoplelogic may suspend the Service (or any portion thereof) upon notice to you if you breach these Terms.

Any of these Terms that by their nature are intended to survive any termination or expiration of this Agreement, will so survive.

In order to protect the integrity of the Service, Peoplelogic reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Service.

Your Use of the Service

During the Term, Peoplelogic grants you a limited, non-exclusive, non-transferable license only to access and to use the Service for your own personal use, subject to your compliance with these Terms. You may not use the Service for any other purpose, or after the end of the Term.

You shall provide, at your own expense, suitable equipment, software, and internet access as necessary to access and use the Service.

Peoplelogic Materials and Intellectual Property

Peoplelogic and its licensors own and retain all right, title, and interest in and to the Service, all underlying technology and algorithms used with or otherwise enabling the Service, and all software and content available within the Service (collectively, “Peoplelogic Materials”), including all associated trademarks, copyrights, and other intellectual property rights.   Nothing in these Terms transfers any such rights, title or interest to you or any other user, and Peoplelogic reserves all rights not expressly granted to you

You agree not to remove, conceal, or alter any proprietary rights notices (including copyright and trademark notices) contained within the Peoplelogic Materials.  You may not (and you may not permit anyone else to) extract, copy, modify, reverse engineer, decompile, or otherwise attempt to access or use the source code of the software underlying or otherwise used to provide the Service or any part thereof.

All trademarks, service marks, trade names, logos and graphics associated with the Service (“Marks”) are trademarks of Peoplelogic and its licensors. You may not use any Marks without the prior written consent of Peoplelogic.

You agree that any breach of your obligations with respect to Peoplelogic’s and its licensors’ proprietary or intellectual property rights will result in irreparable injury to Peoplelogic and its licensors for which money damages are inadequate, and you therefore agree that Peoplelogic and its licensors shall be entitled to seek injunctive relief to address such breach, without the requirement of posting a bond, in addition to any other relief that a court may deem proper.

Data

You shall retain ownership of data and information that is entered into the Service by you and by Authorized Users, including data and information imported into the Service by you from other systems that you use and associated API information specific to you (“Your Data”).  Your Data excludes Operational Data and Score Data, as defined below.

You grant to Peoplelogic a transferable (to Peoplelogic’s successor), non-exclusive, worldwide license to use Your Data for the purpose of providing the Service. You acknowledge that Your Data will be stored and processed in the United States. You represent and warrant that: (i) you either own Your Data or are otherwise permitted to grant the license set forth in this paragraph; (ii) the use of Your Data on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; and (iii) the use of Your Data in the Service does not result in a breach of contract between you and any third party.

Peoplelogic retains ownership of Operational Data and Score Data. “Operational Data” means aggregated and statistical data about its customers’ use of the Service, including without limitation performance information related to the provision, operation or improvement of the Service.  “Score Data” means the numerical or other identifying score(s) generated by the Service for an individual worker at your organization, that relates to such worker’s performance style and personality profile.  Peoplelogic will not use a worker’s Score Data without the permission of the worker, except for providing the Service to you.

Fees

You agree to pay the fees for the Service as specified in the applicable Order.  All fees are payable in U.S. dollars and are nonrefundable and non-creditable.

All fees may be increased upon thirty (30) days written notice to you.  Any increase in fees for the base Service will not apply until the next renewal term.

Unless another form of payment is specified in the Order, Peoplelogic will bill your credit card (including, for purposes of these Terms, a debit card) for all applicable fees in advance of Service delivery. You shall provide accurate and complete billing information, including your name, address, telephone number, and valid credit card information, and shall promptly notify Peoplelogic of any changes in that information. You acknowledge that the agreement between you and the applicable credit card issuer governs use of your credit card for payment of amounts owed to Peoplelogic, including your rights and obligations as a holder of that card.

You will choose one of the payment choices provided by Peoplelogic at the time of your Order. Peoplelogic or Peoplelogic’s billing agent may charge your payment method for all amounts due to Peoplelogic without additional notice or consent unless otherwise required by law.

Except for taxes based on Peoplelogic’s net income, if any authority imposes a tax, duty, levy, or fee upon your use of or orders for the Service, you shall pay that amount as specified in the Order or Peoplelogic’s invoice or supply Peoplelogic with exemption documentation.  You are also responsible for paying all administrative fees (such as PayPal fees) associated with the Service.

If Peoplelogic does not receive payment from your credit card issuer, upon demand you shall pay all overdue amounts by other means acceptable to Peoplelogic. Peoplelogic may accept other forms of payment, and if Peoplelogic invoices you for Service, you shall pay to Peoplelogic the amount indicated in each invoice by the due date reflected on the invoice.

If you fail to pay according to these Terms, Peoplelogic may, without prejudice to its other rights and remedies: (1) charge interest on any unpaid amounts on a daily basis from the original due date at the rate of the lesser of 1.5% per month or the maximum amount permissible by law, (2) suspend or terminate your use and/or access to Service, or both (1) and (2). You shall reimburse Peoplelogic for all reasonable expenses Peoplelogic incurs in collecting past due amounts, including wire transfer fees, collection agency fees, reasonable attorney’s fees, and court costs. Peoplelogic may charge a fee for reinstatement of suspended or terminated accounts.

Peoplelogic may from time to time offer Service promotions and discounts for which you may be eligible, including free trials and promotions available for a limited time. Unless otherwise specifically noted, Service promotional offers and discounts apply to first-time purchasers only.  Separate terms and conditions may apply to promotional offers and discounts.  If offered, free trials of the Service may require that you register an account and provide payment information. This enrollment may obligate you to continue the Service beyond the expiration of the free trial period unless you take the steps necessary to cancel your account. You should carefully consider these obligations before attempting to enroll in any free trial.

Acceptable Use

You may only access the Service through the interface provided by Peoplelogic and for lawful purposes.  You represent, warrant, and agree that you will not, in connection with use of the Service, directly or indirectly:

  1. Upload, post, or otherwise transmit any unlawful, threatening, libelous, harassing, defamatory, vulgar, obscene, pornographic, profane, deceptive, or otherwise objectionable content;
  2. Upload, post, or otherwise transmit any content that infringes or violates any intellectual property right, publicity right, privacy right, or other right of any third party;
  3. Upload, post, or otherwise transmit any content that contains any malware, viruses, spyware, worms, or other malicious code or files;
  4. Disrupt the normal flow of communication in the Service or otherwise act in a manner that negatively affects any other users’ ability to use or benefit from the Service;
  5. Interfere with or disrupt the Service or servers or networks connected to the Service, or violate any requirements, procedures, policies, or regulations of networks connected to the Service;
  6. Access (or attempt to access) any part of the Service through any automated means (including use of scrapers, scripts, robots, spiders, or web crawlers), or in any way circumvent the navigational structure or presentation of the Service;
  7. Use the Service for any phishing, trolling, or similar activities, or to redirect users to other sites or encourage users to visit other sites; or to harvest or collect email addresses or other contact information of other users of the Service by automated or other means;
  8. Use the Service to commit a criminal offense or to encourage conduct that would constitute a criminal offense or give rise to any third-party claim, or otherwise violate any local, state, federal, or international law or regulation, including export control laws and regulations;
  9. Impersonate or attempt to impersonate Peoplelogic or an employee of Peoplelogic or any of its affiliates, another user, or any other person or entity, or post any information that misrepresents the identity, characteristics or qualifications of you or any other person;
  10. Use the Service for the purpose of developing, directly or indirectly, a product or service competitive to the Service;
  11. Frame or mirror any part of the Service;
  12. Use metatags or code or other devices containing any reference to any Mark or the Service in order to direct any person to any other website or Service for any purpose; or
  13. Otherwise use the Service in violation of these Terms.

Security

Peoplelogic will maintain appropriate administrative, technical and physical safeguards to protect the security, confidentiality and integrity of Your Data.

You will: (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and (iii)  notify Peoplelogic immediately of any such unauthorized access and/or use of which you become aware.

Confidential Information

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the foregoing, your Confidential Information includes Your Data, and Peoplelogic’s Confidential Information includes the Service and associated software and technology, and the Operational Data and Score Data. Confidential Information of each party also includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information will not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) is independently developed by the Receiving Party.

The Receiving Party will use the same degree of care to protect the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own similar Confidential Information, but in no event less than reasonable car). The Receiving Party agrees (i) not to use any Confidential Information of the Disclosing Party for any purpose except to exercise a license or perform an obligation under these Terms, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is required by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

Third-Party Services

The Service may include services or other technology provided by third parties (“Third-Party Services”).  The applicable supplier of any Third-Party Service is an intended third-party beneficiary of these Terms and may enforce these Terms directly against you with respect to such Third-Party Service.  An Order (or activation process) for a Third-Party Service may include or be accompanied by a separate service, license, or other agreement (“Third-Party Agreement”), in which case that Third-Party Service is provided solely under the terms of that separate Third-Party Agreement.

Peoplelogic may also provide you with certain “Third-Party Supplier Notices” in connection with the provision of Third-Party Service. The applicable Order (or activation process) for a Third-Party Service may include or be accompanied by Third-Party Supplier Notices.

If you receive a separate Third-Party Agreement and/or Third-Party Supplier Notice in connection with the Service, , you agree to the terms of such Third-Party Agreement and/or Third-Party Supplier Notice. Peoplelogic is not a party to, and is not liable for breaches of, any Third-Party Agreement.

Peoplelogic assumes no obligation or liability for: (1) the functionality or performance of  any Third-Party Service, including their content, accuracy, or reliability, or (2) the acts and omissions (including with respect to privacy practices) of the suppliers of Third-Party Service, or (3) any other issues caused by suppliers of Third-Party Services. You acknowledge that a Third-Party Agreement might give the applicable third-party supplier rights with respect to your data beyond those allowed by these Terms or Peoplelogic’s Privacy Policy. Peoplelogic does not guarantee that a third-party supplier will comply with its agreement with Peoplelogic or its Third-Party Agreement with you, and Peoplelogic is not required to enforce its agreement with a supplier of Third-Party Service.

Disclaimers

The Service and Peoplelogic Materials are provided by Peoplelogic on an “as is” and “as available” basis. Peoplelogic makes no representations or warranties of any kind, express or implied, as to the Service, Peoplelogic Materials, or other information, content or materials made available through the Service (collectively, the “Service Items”). You agree that your use of the Service, Peoplelogic Materials, and Service Items is at your sole risk. The Service, Peoplelogic Materials and Service Items could include inaccuracies or other errors.  Peoplelogic does not warrant or make any representations regarding the use of or the result of the use of the Service, Peoplelogic Materials or Service Items in terms of their correctness, accuracy, reliability, or otherwise.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PEOPLELOGIC DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.  PEOPLELOGIC DOES NOT WARRANT THAT THE SERVICE, PEOPLELOGIC MATERIALS, OR SERVICE ITEMS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE, PEOPLELOGIC MATERIALS, OR SERVICE ITEMS OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

Neither Peoplelogic nor its suppliers or affiliates, nor their respective directors, employees, officers or representatives will be liable for any damages of any kind arising from the use of or inability to use the Service, Peoplelogic Materials, or Service Items including, but not limited to, any direct, indirect, incidental, special, consequential, exemplary or punitive damages, or any lost profits, lost data, or loss of revenue.  Without limiting the foregoing, Peoplelogic’s total liability will at all times be limited to the fees you have paid to Peoplelogic for the Service at issue during the twelve (12) months prior to the event giving rise to the cause of action.  The limitations in this paragraph shall apply to the extent permitted by applicable law.

Indemnification

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS PEOPLELOGIC, ITS AFFILIATES AND SUPPLIERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND REPRESENTATIVES, FROM ANY AND ALL DEMANDS, CLAIMS, ACTIONS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES, INCLUDING ATTORNEYS’ FEES AND COURT COSTS, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF THE SERVICE, PEOPLELOGIC MATERIALS, OR SERVICE ITEMS OR YOUR VIOLATION OF ANY OF THESE TERMS. This paragraph shall survive any expiration or termination of these Terms.

Internet Links

Some links within the Service may lead to websites controlled by third parties.  Because Peoplelogic has no control over these websites, Peoplelogic is not responsible for such websites’ content and does not endorse products, services, or information provided by such websites. Peoplelogic shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with, use or reliance on any products or services available on or through any other website. Further, the inclusion of these links does not imply that there is any relationship between Peoplelogic and the linked websites. Reference to other companies does not imply any partnership, joint venture, or other legal connection where Peoplelogic would be responsible for the actions of their respective owners.

Privacy and Your Information

By submitting your Order, you acknowledge receipt of our Privacy Policy and acknowledge that Peoplelogic may use and share your personal information in accordance with our Privacy Policy. To the extent that any third-party website accessible through the Service has different privacy practices, terms or conditions, those practices, terms or conditions will be explained at that website and will apply to that website, in lieu of these Terms and our Privacy Policy.

If you have determined that you are a data controller subject to the General Data Protection Regulation (EU) 2016/679 (“GDPR”), and you have submitted an email to [email protected] requesting to be covered by Peoplelogic’s Data Processing Addendum located at https://peoplelogic.ai/dpa (the “DPA”), then the terms of the DPA apply to these Terms and are incorporated herein by reference. 

Feedback

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information submitted to Peoplelogic relating to modifying or improving the Service (“Feedback”), whether solicited or unsolicited, are non-confidential. Peoplelogic may use Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You grant to Peoplelogic a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable, sublicensable license to use Feedback, and in the event perpetual license terms are not allowed by law, the term shall be for the longest period as allowed by applicable law.

Miscellaneous

All disputes arising out of or relating to these Terms, including all intellectual property issues and your rights and obligations, shall be governed by the laws of the United States of America and the State of North Carolina (without regard to any conflicts of laws rules) and shall be subject to exclusive jurisdiction in the state or federal courts of Wake County or Durham County, North Carolina.  Each party waives any objection to the identified venue or jurisdiction:

The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply these Terms and is expressly excluded.

The Service is not available in all languages or in all countries. Peoplelogic makes no representation that the Service, Peoplelogic Materials, or Service Items are appropriate or available for use in any particular location. To the extent you choose to access the Service, you do so at your own risk and are responsible for compliance with any applicable laws, including applicable local laws.

These Terms are personal to you and you may not assign them or your rights or obligations under them to anyone. If any provision of these Terms is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect.  Peoplelogic may assign its rights and obligations, or these Terms, in whole or in part.

The failure of Peoplelogic to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision.  No waiver of any term of these Terms by Peoplelogic shall be deemed a further or continuing waiver of such term or any other term.

You and Peoplelogic acknowledge and agree that no partnership, agency, joint venture, or employment relationship is formed between you and Peoplelogic by your use of the Service, and neither you nor Peoplelogic have the power or the authority to obligate or bind the other.

Peoplelogic shall not be liable for any failure or delay in the performance of its obligations due to causes beyond its reasonable control, including but not limited to, war, terrorism, sabotage, insurrection, riot or other act of civil disobedience, strikes or other labor shortages, act of any government affecting the terms hereof, accident, fire, explosion, flood, hurricane, severe weather or other disaster.

You agree that Peoplelogic may use your entity’s name and logo for marketing purposes, including in a list of clients on its web site.  You also agree to consider in good faith upon Peoplelogic’s request a press release or case study with Peoplelogic regarding your use of the Service; the contents of any press release or case study must be mutually agreed by the parties.

These Terms along with any applicable Order constitute the entire understanding between the parties pertaining to their subject matter, and any prior or other contemporaneous written or oral agreements between the parties are expressly superseded.

Any FAQs or similar documents included in or associated with the Service are for informational purposes only and are not deemed to be part of these Terms.

If Peoplelogic provides a translation of the English language version of these Terms, the translation is provided solely for convenience, and the English version shall prevail.

When the term “including” is used in these Terms, it shall be interpreted to mean “including, without limitation,”, so that the items after the term “including” are understood to be illustrative only and not a complete list.

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