Effective as of 19 May 2020
IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU ("You" or the "Authorized User") AND PROTIVITI INC. (“Protiviti”, “we”, “us” or “our”). BEFORE ACCESSING, OR USING ANY PART OF THE TOOL TO NAVIGATE BUSINESS RESILIENCE WITH PROTIVITI (THE “PRODUCT”), YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT (THE "AGREEMENT") AS THEY GOVERN YOUR ACCESS TO AND USE OF THE PRODUCT. PROTIVITI LICENSES AND ALLOWS THE USE OF THE PRODUCT ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU ARE NOT GRANTED ACCESS AND YOU SHOULD NOT OTHERWISE USE THE PRODUCT. IF YOU USE THE PRODUCT ON BEHALF OF YOUR EMPLOYER OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THIS LICENSE AGREEMENT. IF YOU DO NOT HAVE THE REQUISITE AUTHORITY TO BIND YOUR EMPLOYER/ENTITY, YOU MAY NOT USE THE PRODUCT ON BEHALF OF YOUR EMPLOYER OR OTHER ENTITY. YOU MAY NOT USE THE PRODUCT IF YOU ARE A PERSON BARRED FROM RECEIVING THE PRODUCT UNDER THE LAWS OF THE UNITED STATES OR OTHER COUNTRIES, INCLUDING THE COUNTRY IN WHICH YOU RESIDE OR FROM WHICH YOU USE THE PRODUCT.
- LICENSE GRANT. The Product is offered by Protiviti, and this Agreement provides you with a personal, revocable, limited, non-exclusive, non-transferable license on the use of the Product conditioned for your continued compliance with this Agreement. This Agreement permits you to use and access for business purposes only the Product (i) on a single laptop, workstation, or computer and (ii) from the Internet or through an on-line network. You may also load information from the Product into your laptop's, or computer's temporary memory (RAM) and print and download materials and information from the Product solely for your business use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information.
- RESTRICTIONS. The foregoing license is limited and you may use the Product only as expressly permitted by this Agreement. You may not use, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit any data provided by Protiviti through the Product in any other manner. In addition, you may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels on, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein, the Product. You are responsible to Protiviti for any losses incurred as the result of unauthorized use, or distribution of the Product which occur while in your possession or control.
- USER OBLIGATIONS. By accessing, or using the Product for any use, you represent that you will, at all times, provide true, accurate, current, and complete information. In addition, you agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the Product. This Agreement is also expressly made subject to any applicable export laws, orders, restrictions, or regulations.
- PROPRIETARY RIGHTS. The Product is protected under the laws of the United States, the individual states and by international treaty provisions. This Agreement provides only a limited license to access and use the Product. Accordingly, you expressly acknowledge and agree that Protiviti transfers no ownership or intellectual property interest or title in and to the Product to you or anyone else. Except as expressly provided herein, Protiviti does not grant any express or implied right to you or any other person under any intellectual or proprietary rights. This Product is Copyright © 2018. All rights are reserved. Protiviti, the Protiviti logo, and all other names, logos, and icons identifying Protiviti and its programs, products, and services are proprietary trademarks of Protiviti. Any use by you of such marks, including, without limitation as domain names, without the express written permission of Protiviti is strictly prohibited. Other service and entity names mentioned herein may be the trademarks and/or service marks of their respective owners.
- DISCLAIMER. THE PRODUCT IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOU ASSUME THE SOLE RISK OF MAKING USE OF THE PRODUCT. PROTIVITI MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM, OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE PRODUCT FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY, INCLUDING ANY IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. PROTIVITI ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE PRODUCT WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY DOWNLOADABLE FILES OR INFORMATION WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR (AND THAT PROTIVITI HAS NO RESPONSIBILITY TO YOU OR TO ANY THIRD PARTY FOR ANY DATA, CONTENT, OR RESOURCES THAT YOU CREATE, TRANSMIT OR DISPLAY THROUGH THE PRODUCT.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL THEORY SHALL PROTIVITI BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY GENERAL, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR OTHER DAMAGES OF ANY CHARACTER ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT AND ITS COMPONENTS, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF PROFITS, LOSS OF ASSIGNMENTS, SERVICE DOWN TIME, DATA LEAKED THROUGH LOGS, ANALYTICS, AUDIT OR ANY OTHER DATA OR OUTPUT FROM THE PRODUCT OR ITS COMPONENTS BEING RENDERED DEFECTIVE, FAILURE OF THE PRODUCT COMPONENTS TO OPERATE WITH ANY OTHER PROGRAMS, SERVER DOWN TIME, DAMAGES FOR LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES OF WHATEVER NATURE, EVEN IF PROTIVITI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY ABSOLVE AND RELEASE PROTIVITI FROM ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND PROTIVITI'S CONTROL, INCLUDING, BUT NOT LIMITED TO, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER CONNECTION PROBLEMS, COMPUTER VIRUSES, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, SEVERE WEATHER, EARTHQUAKES, OR NATURAL DISASTERS, STRIKES, OR OTHER LABOR PROBLEMS, WARS, OR GOVERNMENTAL RESTRICTIONS.
- INDEMNITY. You agree to defend, indemnify, and hold harmless Protiviti and affiliates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising from any breach by you of this Agreement or violation of law..
- GOVERNING LAW. This Agreement has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the State of California, U.S.A. as applied to agreements entered into and completely performed in the State of California. You and Protiviti each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction, and venue of the courts in the State of California for any disputes between us under or arising out of this Agreement. You also agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Agreement and acknowledge that prevailing party shall be entitled to attorneys’ fees in any proceeding. Any claim you might have against Protiviti must be brought within two (2) years after the cause of action arises, or you agree that such claim or cause of action is barred. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this Agreement and is hereby disclaimed. You access the Product on your own volition and are responsible for compliance with all applicable local laws with respect to your access and use of the Product. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Please contact Protiviti if you wish to receive a printed copy of this Agreement.
- TERM AND TERMINATION. This Agreement and your right to use the Product will take effect at the moment you click "I ACCEPT" or you access, or use the Product and is effective until terminated as set forth below. In addition, Protiviti reserves the right at any time and for any reason or no reason to deny your access to the Product or to any portion thereof. Termination will be effective immediately with notice. In addition to the miscellaneous section below, the provisions concerning Protiviti's proprietary rights, feedback, indemnity, disclaimers of warranty, limitation of liability, and governing law will survive the termination of this Agreement for any reason.
- MISCELLANEOUS. You acknowledge that any breach, threatened or actual, of this Agreement will cause irreparable injury to Protiviti, such injury would not be quantifiable in monetary damages, and Protiviti would not have an adequate remedy at law. You therefore agree that Protiviti shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this Agreement. Accordingly, you hereby waive any requirement that Protiviti post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Protiviti to enforce any provision of this Agreement. Accordingly, this Agreement is personal to you, and you may not assign your rights or obligations to any other person or entity without Protiviti's prior written consent. Failure by Protiviti to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver by Protiviti of that or any subsequent default or failure of performance. If any provision (or part thereof) contained in this Agreement is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between you and Protiviti as a result of this Agreement or your utilization of the Product. Headings herein are for convenience only. This Agreement represents the entire agreement between you and Protiviti with respect to use of the Product, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and Protiviti with respect to the Product.
When you register for any part of the “Product” you may give us your name, contact information (address, email, phone number), job title, and your company's name, industry sector and location (country, state and zip code). Collectively this data is referred to as your “Personal Information”. We use your Personal Information for the purposes of performing the services requested and functionalities offered by the Product. By using our Product you agree that we may process your Personal Information for the purposes described.
- Purposes for processing your Personal Information
Your Personal information will be processed in relation to your use of the Product.
We may also send you relevant offers and news about our products and services in several ways, including by email, if you have previously agreed to receive these marketing communications. When you register with us, we will ask if you would like to receive marketing communications, and you can change your marketing choices at any time online, by clicking the unsubscribe link in the footer of any marketing email, or in writing.
- Lawful basis of our processing
Our processing of your Personal Information is needed for the execution of the agreement that was closed between us which was closed at the moment you first used the Product.
- Where we store your Personal Information
Your Personal Information will be transferred to and securely stored in the United States of America (US). If you access this Site from a location outside the US, you agree that we have the right to transfer store and process your Personal Information in the US. All countries in the European Union (EU) and the UK, have similar standards of legal protection for your Personal Information. We may provide services and or use third party providers located outside the EU (such as US and India) that do not have a similar standard of privacy laws to the EU and UK. If so, we will require your Personal Information to be protected to at least these standards. We cannot guarantee the transmission of information via the internet is completely secure but we will take all reasonable steps to protect it. Any transmission of your Personal Information to us is at your own risk. When we receive your Personal Information we will use adequate technical and organization procedures and security measures to prevent unauthorized access, loss, misuse, disclosure, alteration, or destruction of your Personal Information.
How Long we will retain your Personal Information
We will not keep your Personal Information longer than relevant and necessary for purpose, how long depends on several factors, including:
- Why we collected it in the first place;
- How old it is;
- Whether there is a legal/regulatory reason for us to keep it;
- Whether we need it to protect you or us.
- Personal Information - Your Rights
You have the right of access to your Personal Information. At any time, if you want to access, update, amend and/or ask us to delete your Personal Information and exercise any of your other rights under the applicable data protection legislation in your home country including for example, objecting to and blocking the processing of your Personal Information, see refer to the Contact Us section below.
We will deal with all such requests in accordance with applicable data protection laws in your home country.
For security reasons, we may take steps to authenticate your identity before providing access to Personal Information.
- Contact Us
If you have any questions regarding this Policy or you would like to find out more about how we process your Personal Information, including requesting a copy of the Personal Information we hold about you, or to request us to update or delete your Personal Information, please contact us as follows:
If your home country is the EU or UK, email us at: firstname.lastname@example.org or write to: Data Protection Office, Alfons Gossetlaan 28A B7, 1702 Groot Bijgaarden, Belgium.
- Your right to lodge a complaint
If you are unhappy with the way in which your Personal Information has been processed you may in the first instance contact us, using the contact details above.
If you remain dissatisfied then you have the right to apply directly to the Data Protection Authority for a decision.