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IMPERATIVE GROUP, INC. TERMS OF SERVICE
Last Updated June 7 th , 2021.
The Terms of Service (“Terms”) is a legal agreement between you and Imperative Group, Inc. (“Imperative,” “we,” “us” or “our”) and apply to your access to and use of the Imperative website (the “Website”) and other Imperative online products and services (collectively with the Website, the “Services”) both as a visitor to our Website and as an authorized user of one of Imperative’s subscribers with whom we have executed an Imperative Group, Inc. SaaS Licensing Agreement (“Subscribers”).
By clicking “I Accept” or by using the Services, you agree to these Terms. If you do not agree to these Terms, please do not use the Services.
You must be at least 18 years old to use our Services. You may only use our Services as an authorized user of one of our Subscribers. You represent that you are authorized to accept these Terms as an authorized user of one of our Subscribers, and in the event you or the Subscriber violates these Terms, the Subscriber agrees to be responsible to us. Additionally, the Services are only for your personal, non-commercial use. You may not use the Services for competitive intelligence, benchmarking, employment screening or anything else that does not constitute personal, non-commercial use.
DISCLAIMER REGARDING YOUR ASSESSMENT
Your assessment results and feedback are subject to the limitations of psychological science. Your assessment may use procedures that are not evident to you. Your feedback may differ from your own perceptions of yourself. Do not use our Website or Services if psychological feedback may cause you emotional distress. The material and content contained in the Services is for informational purposes only and are not intended to serve as a substitute for consultation, diagnosis or medical treatment by a licensed medical professional. Please consult your doctor or licensed medical or mental health professional for any medical or health (including mental health) related questions. The information contained in the Services should NOT be used to disregard medical or health related advice from a physician or licensed medical or mental health professional.
You may need to register for a user account to access all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You must maintain the security of your account. You are responsible for everything done through your account so please don‘t share your login information with anyone you don’t want to be accountable for. If you lose control of your password or you think someone else is using your account, please tell us right away.
You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are responsible for your conduct while using our Services. You will not:
Give us any information that is not fully accurate and complete during your assessment or attempt to manipulate your assessment in some other way.
Post anything, in Imperative’s sole discretion, offensive or illegal, including anything that could be considered untrue, misleading, defamatory, libelous, criminal, harassing, threatening, or discriminatory toward any person or group;
Use or attempt to use another user’s account without authorization, permit another person to use your account, or open a new account without our written permission if we have terminated a prior account or suspended your access to the Services;
Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
Impersonate, post on behalf of any person or entity, misrepresent your affiliation with a person or entity, or give us a false name or provide false or misleading information in your account;
Sell or use our Services for commercial, benchmarking, competitive intelligence, employment screening or other commercial purpose;
Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based on our Services;
Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
Infringe any third party rights, including rights of publicity or privacy and intellectual property rights;
Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services;
Develop or use any applications that interact with our Services without our prior written consent;
Send, distribute or post spam, spyware, viruses, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
Bypass or ignore instructions contained in our robots.txt file; or
Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
Our Services may allow you and other users to create, post, store and share content, including messages, text, photos, videos, and other materials (“Content”). You retain all right, title and interest in your Content, excluding any portion of the Services included in your Content, subject to the licenses granted next. You grant Imperative and its subsidiaries and affiliates a nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your Content and any name, username or likeness provided in connection with your Content in all media formats and channels now known or later developed without compensation to you. When you post or otherwise share Content on or through our Services, you understand that your Content and any associated information may be visible to others. You may not create, post, store or share any Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity. You are 100% responsible and liable for your content, including its accuracy, lawfulness and truthfulness. We strongly suggest you never post your contact information publicly.
Imperative retains all right, title and interest in the Services, including the text, graphics, images, photographs, videos, illustrations, algorithms, software, technology, methods, processes and any enhancements or modifications, and associated intellectual property, including all trademarks, service marks, logos, copyrights, patents or other proprietary rights. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, non-commercial use as an authorized user of a Subscriber. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
INDEMNITY, DISCLAIMERS AND LIMITS ON LIABILITY
You will indemnify, defend, and hold harmless Imperative, its affiliates, officers, directors, shareholders, employees, contractors, licensors, licensees, agents, and representatives (the “Covered Entities”) against all liability, claims, costs, damages, settlements, and expenses (including interest, penalties, attorney fees and expert witness fees) (“Liabilities”) incurred by any Covered Entity in any way arising out of or relating to these Terms or your use of the Services, your Content and/or your use of any Content. Imperative reserves the right, at our expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
From time to time, Imperative may offer new “beta” features or tools with which its users may experiment on the Services. Such features or tools are offered solely for experimental or test purposes. The provisions of these Terms of Service, including but not limited to the Indemnity, Disclaimers and Limits on Liability, apply with full force to such beta features or tools.
We reserve the right to change these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, your continued use of our Services will confirm your acceptance of the changes. Imperative will be entitled to recover any legal fees and other costs associated with enforcing these Terms.
If you need to give us notice for any reason (other than legal process), you will do so by emailing us at [email protected] Emails to other addresses will not satisfy any notice requirement.
You are responsible for being informed about and complying with all laws, rules and regulations that apply to your use of the site and services.
These Terms are the entire agreement between you and Imperative, but if there is a conflict between these Terms and the Imperative Group, Inc. SaaS Licensing Agreement, the terms of the SaaS Licensing Agreement will prevail.
Aside from our right to make changes described in these Terms, any amendments to these Terms must be in a writing signed by both parties.
You cannot assign these Terms without our written agreement. We can assign these Terms to any entity that agrees to be bound by the terms of these Terms.
These Terms are governed by the laws of the State of Washington, excluding choice of laws principles. The exclusive venue for any litigation arising from or related to these Terms, our site or our services shall be the state and federal courts of King County, Washington, except for any optional arbitration as described below.
Excluding claims for equitable relief, if the total amount in dispute is less than $10,000, either party may elect to resolve the claim through binding arbitration by initiating arbitration through an established provider that is agreed by the parties. The arbitration must be conducted under the following rules: (a) at the choice of the party seeking relief, the arbitration shall be conducted by telephone, online, or solely on written submissions; (b) no party or witness will make any personal appearance unless the parties agree otherwise; and (c) the winning party may have the arbitrator‘s award entered as a judgment in any court of competent jurisdiction. Any claims (in court or in arbitration) must be brought in the initiating party’s individual capacity and not as a plaintiff or class member in any class action or other similar proceeding.
If any provision of these Terms is unenforceable, the validity and enforceability of the remaining provisions will not be affected. No waiver will be effective unless it is in an explicit writing and signed by an authorized representative of the waiving party.