Terms & Conditions
During the term of this agreement, SupportingLines grants Company a limited, non-exclusive license to use SupportingLines intellectual property, including but not limited to programs, products, services, materials or the Company’s internal business purposes. This limited, non-exclusive license is not available to individuals should they move to other organizations.
Neither Company nor any individual user may sublicense, sell, transfer, assign to, display or otherwise make available by any means the programs, products, services and/or materials to any third party, including partners, consultants or independent contractors, to which the license has not been extended without SupportingLines’ prior written permission.
Should SupportingLines create configured client deliverables, Company can continue to use those deliverables for the Company’s internal business purposes beyond the terms of this agreement within the terms of the aforementioned limited, non-exclusive license.
All aforementioned SupportingLines intellectual property shall remain the sole property of SupportingLines.
Research Data and Benchmarking
Company authorizes SupportingLines and its affiliates to use Company information disclosed through surveys, assessments, or provided by Company to SupportingLines or its affiliates for assessment validation, research and benchmarking purposes and product development including creating or updating Benchmarks.
SupportingLines will only use, aggregate and present the research data or benchmarks in an anonymous form and not include (directly or by inference) any information identifying Company or any identifiable individual as the source of such data.
SupportingLines and its affiliates are bound by ethical guidelines and data protection laws in the use of all data. Access to any research data will be restricted to only those individuals directly involved in research supporting or related to SupportingLines programs, products and/or services.
During the term of this agreement, either party may share future plans, business dealings, and other proprietary and confidential information. Neither SupportingLines nor Company will at any time, either directly or indirectly, use any such information received from the other party for their own benefit and are bound by the terms below regarding Confidential Information.
For clarity “Confidential Information” means any information disclosed by or on behalf of a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) or its Representatives (as defined below) that would be regarded as confidential or proprietary by a reasonable person, including information relating to the business, facilities, location, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, training material, methods, intellectual property, product information, know-how, designs, trade secrets or software of a Party.
Confidential Information will not include information that: (a) is or becomes publicly available through no fault of Receiving Party; (b) is already in Receiving Party’s lawful possession prior to Disclosing Party’s disclosure; (c) is received by Receiving Party from a third party without any restriction and without breach of any confidentiality obligation; or (d) is developed independently without assistance of Disclosing Party and without the use of any information disclosed by Disclosing Party.
Receiving Party will keep the Confidential Information confidential and will use or permit the use of the Confidential Information solely within the terms of this agreement. Receiving Party may only disclose Confidential Information: (a) to those of its officers, directors, employees, contractors, partners, lenders, agents, consultants, legal and financial advisors or other representatives (“Representatives”) who need to know such Confidential Information for purposes connected with this agreement, provided that Receiving Party: (i) informs its Representatives of the confidential nature of the Confidential Information before disclosure; (ii) ensures that such Representatives are bound by obligations of confidentiality and restricted use no less onerous than those provided for in this agreement; and (iii) Receiving Party is at all times responsible for its Representatives’ compliance with the obligations set out in this Agreement, or (b) if legally compelled or required by regulatory authorities having appropriate jurisdiction, provided that Receiving Party provides Disclosing Party with prior written notice of such obligation and the opportunity to oppose such order or requirement.
Limitation of Liability
Neither party shall be liable for any of the following losses or damages (whether or not foreseen, direct, indirect, foreseeable, known or otherwise): (i) loss of profits (whether actual or anticipated), (ii) loss of revenue, (iii) loss of contracts, (iv) loss of anticipated savings, (v) loss of business, (vi) loss of opportunity, (vii) loss of goodwill, or (viii) any indirect, special or consequential loss or damage.
Notwithstanding the foregoing, nothing shall limit SupportingLines’ or its affiliates’ or their respective licensors’ rights to damages arising from any infringement or misappropriation of SupportingLines Intellectual Property, regardless of whether such infringement or misappropriation arises in connection with these terms or any other means.
SupportingLines’ total aggregate liability arising out of or in connection with the performance or contemplated performance under this agreement shall in no event exceed the price paid or payable by Company to SupportingLines under this agreement within the 12 month period immediately before the date of the event giving rise to Company’s claim.
The SupportingLines Cloud™ is made available on a non-transferrable, named-user subscription basis and may not be shared by multiple users. Should it become evident that users are using this service contrary to the terms of this agreement we reserve the right to suspend the account with committed or prepaid fees still being due.
Company and SupportingLines (each, the “Indemnifying Party”) agree to indemnify and defend the other party, its officers, directors, and employees (each, an “Indemnified Party”), from and against any and all loss, damage, and expense, including reasonable legal fees and expenses (“Losses”), incurred by the Indemnified Party as a result of any third party claim, demand, action or proceeding (“Claim”), directly and proximately arising from or by reason of any actual or alleged infringement of any intellectual property rights arising out of any SupportingLines property or Company property supplied to the Indemnified Party by the Indemnifying Party.
This indemnification obligation is provisional on the Indemnified Party: (i) providing the Indemnifying Party prompt written notice of any Claim, or upon reasonable suspicion of a Claim, (ii) cooperating with the Indemnifying Party’s reasonable request for information or other assistance, (iii) granting control of the defense and settlement of the Claim to the Indemnifying Party, and (iv) not settling or making any offer to settle the Claim or make any admission of guilt or fault without first obtaining the Indemnifying Party’s prior written approval.
In order to debrief the SupportingLines High Performance Index™ internal professionals and external coaches or consultants must hold a valid “HPI Assessment™” certification issued directly by SupportingLines.
In order to support the implementation of the SupportingLines™ Framework:
The Practitioner and Coach certifications are incremental to the HPI Assessment certification. Please contact firstname.lastname@example.org if you are unsure whether you have the appropriate credentials.
Feedback and Enhancements
Company acknowledges and agrees that any suggestions, enhancement requests, recommendations, or other feedback provided by Company or any of its users to SupportingLines may be incorporated into its programs, products, services and/or materials, and shall be considered SupportingLines property.
Cookies and Tracking
We set necessary cookies and other tracking technology to enable core functionality such as security, network management, and accessibility. This includes logging into the cloud or any surveys where individual identity is required for those services.
Additionally we set analytics cookies to help us improve our websites by collecting and reporting aggregate information on how our users our sites. These collected analytics cookies do not directly identify anyone. Social networking cookies enable us to share our content. Advertising cookies to make ads relevant to you. You may decline our cookies however site functionality and services may be restricted.
We may share your information with our business partners, but only if you have expressed interest in working with our partner and we have your consent to do so. We will not share your personal information with any other organizations (apart from us or our partners). We will hold it securely and retain it for the period of service. If you would like further details on our cookies or require us to update, delete or inquire about your information please contact us at email@example.com.