Condições de Uso

These Terms of Use (the "Agreement") is made by and between Growth Resources Inc. ("Company"), a Delaware corporation with its principle offices located at 1390 Market Street, suite 200, San Francisco, CA 94102, and you ("You", "Your" or "End User"). This Agreement is a legal agreement between Company and You.

The software and database product available through the website located at www.gri.co (the "Site"), including all updates, amendments, fixes, additions to and new versions thereof introduced (at Company’s discretion), all material generated as a result of the operation of the software and database product, and all instructions, advice, competencies, questions, pro-forma documents, reports, data or any combination of the foregoing criteria, questions, behavioral indicators, communications, files, text, graphics, procedures, know how, presentations and manuals, whether written or in the form of a video or software program or in any other medium, the GRI behavior survey and profile, the PBI survey and profile, the interpretation of such profiles and surveys, and the instructions for making use of such profiles and surveys and other information that has been provided during a Company certification, workshop, seminar or other training (the "Licensed Material"), is the sole property of Company and its licensors. This Agreement grants End User a limited license to use the Licensed Material. Further rights may only be granted pursuant to a License Agreement with Company. The "Password" is a confidential, personal, non-transferrable password or username that has been provided to you either by Company or from a third party entity (the "Third-Party Entity") which has entered into a License Agreement with Company, which Third-Party Entity may be Your employer, prospective employer, business partner or other related entity.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING ACCEPTANCE OR BY ACCESSING THE SITE, OR THE LICENSED MATERIAL, END USER AGREES TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SITE OR THE LICENSED MATERIAL.

1. License Grant

(a) End User is hereby granted a non-exclusive, non-transferable, non-sublicensable right and license to access and use the Licensed Material for End User's non-commercial purposes. End User is granted access to the Licensed Material, conditional upon End User's agreement to abide by the terms of this Agreement.

(b)All title to the Licensed Material and the information and ideas contained therein, and all rights in any copyrights, trademarks, trade secrets, trade names, patents and other intellectual property rights in or in connection with the Licensed Material are and will remain the property of Company or its licensors. The Licensed Material is protected by copyright and other proprietary rights laws. You may not copy, modify, reproduce, perform, display, distribute, remove, obscure or create derivative versions of: (a) the Licensed Material other than as expressly permitted in this Agreement, (b) the design or layout of the Site or individual sections of the design or layout of the Site or (c) the Company trademarks and logos.

2. End User Agreements

In using the Licensed Material You agree as follows:

Not to post, download for commercial gain, upload, or otherwise transmit any viruses or other harmful, disruptive or destructive files on or through the Licensed Material.
Not to interfere with the security of, or disrupt or otherwise cause harm to the Licensed Material, its system resources, passwords, servers, or networks connected to or accessible on or through the Licensed Material.
Not to create a false identity.
Not to use or try to use another person's or entity's account, identity, password, service, or system without express authorization from Company; and not to interfere with any third-party's use and enjoyment of the Licensed Material.
Not to intentionally or unintentionally violate any applicable local, state, national or international law, or any regulations having the force of law, or encourage such violation.
Not to post on or otherwise transmit through the Licensed Material any explicit or obscene language; language which infringes anyone else’s intellectual property rights; discussions of illegal topics; personal attacks on other individuals; personal information about any minors; or other information that Company, in its sole discretion, deems to be inappropriate for the Licensed Material.
Not to make any profit from the use of the Licensed Material or the Generated Works and not to sell, rent, distribute, or otherwise transfer access to the Licensed Material or the Generated Works.
Not to provide, disclose, divulge or make available, or permit use of, the Licensed Material, in whole or in part, to or by a third-party.
Not to use the Licensed Material to provide third-party training.
Not to copy, frame, republish, disseminate, download for commercial advantage, upload, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sub-license, reverse engineer, or create derivative works based on the Licensed Material, its content, or products, other than as expressly permitted herein.
Not to use any data mining, robots, or similar data extraction methods within the Licensed Material.
Company shall not be responsible for any outcome related to the processing, analysis, or other use of any of the data submitted by End User to the Licensed Material, or any outcome related to the End User's use of the Licensed Material to process, analyze or otherwise use any data.
Information from the Licensed Material and the Generated Works does not constitute advice or a recommendation by Company and is not intended to be relied upon by You in making (or not making) any decisions, and Company shall not be responsible for the manner or outcome of any use of the Licensed Material by the Third-Party Entity.

3. User Registration

You have received a Password provided by either Company or the Third-Party Entity. In addition to this Password, the Licensed Material requires End User registration. You will be asked to provide certain registration information (the "Registration Data"). In registering to use the Licensed Material, including all Generated Works available on or through it, You agree to:

Provide accurate, complete and up-to-date information about Yourself as required on the Registration Form.
Maintain Your Registration Data reasonably to keep it accurate, up-to-date and complete.

You are responsible for maintaining the confidentiality of Your Registration Data. You agree to notify Company immediately of any unauthorized activity using Your Registration Data or if You suspect that the confidentiality of Your Registration Data has been breached.

You must keep Your login and password details strictly confidential and secure at all times - do not disclose them to anyone or allow anyone else to use them. Company cannot be held responsible for any use made of the Licensed Material and/or Generated Works as a result of End User's failure to keep login and/or password details secure and confidential.

4. Violation of Rules and Regulations

Company reserves the right to seek all remedies available in law and equity for violations of any rules and regulations set out in this Agreement, including the right to block access from a particular Internet address to the Licensed Material. End User acknowledges that the unauthorized use of the Licensed Material will cause Company irreparable harm that may not be adequately compensated by monetary damages. Accordingly, End User agrees that Company will, in addition to other remedies available to it, be entitled to seek injunctive relief to enforce the terms of this Agreement. Company reserves the right, at its sole discretion, to terminate or suspend Your use of the Licensed Material, terminate or suspend Your account, refuse any current or future use thereof and require you to return or destroy any physical materials compromising the Licensed Materials.

5. Disclaimers

In using this Licensed Material and the Generated Works, You expressly understand and agree that:

The Licensed Material, and the Generated Works are provided on an "as is" and "as available" basis and that use of the Licensed Material and the Generated Works is entirely at Your own risk.
Company disclaims all representations or warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
Company makes no warranties regarding the quality, accuracy, reliability or availability of the Licensed Material.
Company will not be liable for any indirect or consequential loss, or for any loss of business, time, profit, revenue, goodwill or data arising from Your use of the Licensed Material, the Generated Works, or the information contained therein.
Information from the Licensed Material must be evaluated by You within your unique circumstances and experiences. Information received through the use of the Licensed Material does not constitute advice or a recommendation by Company and is not intended to be relied upon by You in making (or not making) any decisions. Company shall not be responsible for the manner or outcome of any use of the Licensed Material by the Third-Party Entity.
The obligation to train, manage, recruit, hire, and supervise employees or contractors rests solely with the employing entity and Company makes no representations regarding the potential success of using the Licensed Material to fulfill such obligations.
Any applicable Third-Party Entity, its employees and contractors, and certain consultants and affiliates of Company that may be providing services or information to You regarding the use of the Licensed Material are not the employees or agents of Company, do not act on behalf of Company and do not have the power to bind Company.
Company shall not be liable for any outcome related to the processing, analysis, or other use of any of the data submitted by End User to the Licensed Material, or any outcome related to the End User's use of the Licensed Material to process, analyze or otherwise use any data.
No information or advice obtained from the Licensed Material shall create any warranty.
Company accepts no liability for those unable to enter the Licensed Material (or any part of it) or unable to access the Licensed Material, nor does Company guarantee that the Licensed Material will operate free from interruption, error or virus.
Company makes no representations and gives no warranty that any information in the Licensed Material is accurate, up to date or complete. Company provides no liability for loss or damage caused by inaccurate information or by the manner in which that information is used by others. End User is solely responsible for the accuracy of information entered by End User. If End User finds any inaccurate information regarding End User in the Licensed Material, End User should contact the Third-Party Entity.
Company is neither responsible for, nor endorses, the content of external websites linked to or from the Site.

6. Limitation of Liability

Company is not liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for any loss of profits, revenue, goodwill, data, electronically transmitted orders or other economic advantage (even if Company has been advised of the possibility of such damages), or business interruption, however caused and regardless of the theory of liability, whether in contract, tort (including negligence), statute or otherwise, arising out of, or related to:

Use of the Licensed Material.
Inability to access the Licensed Material.
Unauthorized access to or alteration of End User's transmissions or personal data.
Conduct in any form of any third party on the Licensed Material or the Site, including the Third-Party Entity.
Any other matter relating to the Licensed Material, including content End User may download, use, modify or distribute from the Licensed Material.
Any loss, disruption or damage to Your data or Your computer system, which may occur while using the Licensed Material.
Any outcome related to the processing, analysis, or other use of any of the data submitted by End User to the Licensed Material, or any outcome related to the End User's use of the Licensed Material to process, analyze or otherwise use any data.

In any event, Company's entire liability under this Agreement shall be limited to the fees received by Company pursuant to Your use of the Licensed Material, if any.

7. License Term; Termination; Effect of Termination

(a) This Agreement will commence when You select the "Accept", "I Agree", or similar button or check box, and will continue as long as You have a valid Password, and, if applicable, the License Agreement between Company and the Third-Party Entity continues in full force and effect. The license granted under this agreement will automatically expire upon expiration or termination of Your Password and/or, if applicable, expiration or termination of the License Agreement between Company and the Third-Party Entity, and Your right to use the Licensed Material shall automatically expire thereupon and You must discontinue all use of the Licensed Material. The provisions of this Agreement (other than Your license to use the Licensed Material) shall survive the termination or expiration of this Agreement.

(b) Company may immediately terminate this Agreement if You materially breach any of the provisions of this Agreement.

(c) Upon termination or expiration of this Agreement or End User's Password, End User shall lose all access to any data contained in the Licensed Material, including any data entered into the Licensed Material by End User, and shall have no right thereto.

8. Indemnification

You agree to indemnify Company and hold Company and its subsidiaries, affiliates, officers, directors, agents, employees, successors and assigns harmless from any liability for any claims, demands and expenses, including reasonable attorneys' fees, made by any third party due to or arising out of Your use of the Licensed Material, breach of this Agreement, or Your violation of any law or the rights of a third party, or arising out of any data submitted by You.

9. Governing Law and General Provisions

(a) Headings. The headings in this Agreement are for convenience only and shall not affect its interpretation.

(b) Amendments. Company may amend, vary or revise this Agreement from time to time by placing an updated version on the Site. Your continued use of the Licensed Material after such an updated version has been posted on the Site, constitutes Your acceptance of the changes.

(c) Waiver. If Company fails, at any time during the term of this Agreement, to insist upon strict performance of any of End User’s obligations under this Agreement, or fails to exercise any of the rights or remedies to which Company is entitled, this shall not constitute a waiver of such rights or remedies and shall not relieve the End User from compliance with such obligations unless it is expressly stated to be a waiver and is communicated to the End User in writing.

(d) Severability. If any of the terms of this Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

(e) Entire Agreement. Unless you have entered into a License Agreement with Company, this Agreement represents the entire agreement between Company and the End User in relation to the Licensed Material, and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing, including any earlier terms and conditions relating to the Licensed Material.

(f) Law and Jurisdiction. The terms and conditions of this Agreement shall be governed and construed in accordance with the laws of the United States and the State of California and, for any dispute arising out of this Agreement, the parties consent to the exclusive jurisdiction of the state courts located in Santa Clara County, California, and the federal courts located in San Jose, California.