Terms of Service
Darwin Ecosystem, a company organized under the laws of the State of Minnesota , (hereinafter “Darwin” or “Darwin Ecosystem”) provides with each Subscription, as its purchased service to its Customers, (hereinafter “Subscriber(s)”) as well as those others users authorized by the Subscriber, (all of the foregoing hereinafter described as “Users”) access to a unique and dedicated PPI Site (hereinafter "the Service"), subject to the following Terms of Service ("TOS"). These Terms of Service constitute the exclusive agreement between the Users and Darwin as well as the terms governing the providing of the Service by Darwin and the access and use of the Service by the Users superseding any prior agreements between the User and Darwin Ecosystem.
1. Service Offering
Darwin Ecosystem, LLC provides access to its Software-as-a-Service (“SaaS”), each such Service is a denominated and dedicated cloud instance. Each Service, site, is accessible through a single URL in which a certain User or Users that can manage resources for the purpose of revealing and analyzing personality traits. The Service provides the Users an interface designed for administering the Site’s resources, sending, capturing and analyzing personality questionnaires. The specific details, features and functions of the service offering may be changed by Darwin Ecosystem as its service evolves over time. New features may be offered on an optional basis and may be separately priced.
By accessing the Service all Users agree and acknowledge to be bound by these TOS. If you do not wish to agree to these TOS, do not access the Site or use the Service.
3. Modifications of Terms of Service
Darwin reserves the right, at its sole discretion, to modify or replace these TOS at any time by posting an amended TOS on the Site. Use of the Site or the Service by any User following such modification constitutes acceptance of the terms and conditions of the TOS as modified. We recommend that you periodically check the Site for changes to the TOS.
4. Restriction/Prohibited Uses
All Users agree that they will not: a. impersonate any person; b. violate any local, state, or national law either by accessing or in their use of the Site or the Service; c. harass any individual, group of individuals or any organization people through information gained by use of the Site or the Service; d. use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or the Service; e. take any action or make use of the site in a manner that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or the Service f. use any robot, spider, other automatic device to monitor or copy any content on the Site or the Service.
Darwin provides the Service for the personal use of the individual and organization subscribing to the Service and the Subscriber’s permitted users. Accordingly, Users agree that they shall not lease, sell or resell to any individual or organization any access to, or use of, any portion of the Site or the Service.
A registration is required for Subscribers to gain access to many of the aspects and features of the Service. Each Subscriber agrees to these Terms, by their use of the Service regardless.
To register, a Subscriber must provide Darwin Ecosystem with certain information, including the User’s correct name, email address, and other information as specified in the registration form ("Registration Data"). By registering, and in consideration of the use of the Services, you represent and warrant that: (i) the Registration Data that you, as Subscriber, provide is true, accurate, current, and complete; (ii) you are at least 18 years of age; and (iii) you will maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
Each User invited to register by a Subscriber is subject to its own Subscriber’s organization Term of Services and policies, provided that they are not in conflict with the herein Term of Services, as Darwin and the Service has no access to the Subscriber’s user directory, questionnaires, custom pages, and User records.
Each registering User and Subscriber is responsible for the security of their username(s) and password(s) and for compliance with these TOS in any use of their account to access or use the Service.
The Subscriber registering authorizes Darwin Ecosystem to confirm the truthfulness and accuracy of the Registration Data. If the Subscriber provide information that is untrue, inaccurate, not current or incomplete, or if Darwin has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Darwin Ecosystem has the right to suspend or terminate the subscription and deny such Subscriber and its User(s) any and all current or future use of the Services, without credit or refund.
Each registering Subscriber is responsible for the security of its username(s) and password(s) and for compliance with these TOS in any use of their account to access or use the Service. Registered Subscriber agrees to notify Darwin promptly upon discovery of any unauthorized use of the password or account by contacting Darwin at [email protected]
with the known details of the unauthorized use.
Use of the Services is void where prohibited. By using and/or viewing this site, you represent and warrant that you have the right, authority, and capacity to agree to and abide by these Terms and that you are not prohibited by law from using the Services.
6. User Responsibility/Conduct
Each User is responsible for his or her compliance in the use of the Site and the Service and the named/billed Subscriber is responsible for the conduct of all permitted Users.
7. Third Party Data and Materials
In the function of its Service, Darwin will provide links to and excerpts of data on third-party websites for support, promotional or education purposes. In addition, the Service allows the Subscriber’s administrative User to create and modify form and pages which may include links third-party websites, Because Darwin has no control over such sites and resources, you acknowledge and agree that Darwin is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources.
The content, presentation and legal compliance of any and all linked websites' content, business practices, privacy policies and the presence of inimical software programs or content are not under Darwin’s control, and the Subscriber agrees to the assumption of all risk and waives any and all claims against Darwin for risk or damage of any kind by viewing or accessing or any use or reliance upon excerpted data or opening any linked website or any link contained in a linked website. The inclusion or providing of any link by the Service does not imply any endorsement by, any affiliation with, the provider of that site and Darwin. In accessing the Site and the Service or following links to third-party websites a User may be exposed to content that can be considered offensive, inappropriate or illegal. It is the Subscriber’s and solely the Subscriber’s responsibility and obligation to choose what content the User wishes to not access or to avoid content that is potentially offensive or inappropriate.
8. Intellectual Property, Trademarks and Copyrights
Darwin original content included on the Site and the Service, such as text, graphics, logos, data compilations, APIs, software and excerpted information is the property of Darwin Ecosystem and its licensors and protected by United States and international copyright laws. Except as set out in these TOS, Darwin Ecosystem’s name, logo(s), and other Darwin Ecosystem names, products and service names are trademarks of Darwin Ecosystem. Use of these trademarks is expressly prohibited without written permission from Darwin Ecosystem.
Each Subscriber and User agrees to indemnify and hold harmless Darwin Ecosystem, its parents, subsidiaries, affiliates, customers, vendors, officers and employees from any liability, damage or cost (including reasonable attorneys - fees and cost) from any claim or demand made by any third party due to, or arising out of, the User’s or a Subscriber’s permitted Users access to the Site, use of the Service, violation of these TOS by the User, or the infringement by the User or Subscriber of any intellectual property or other right of any person or entity.
10. Disclaimer of Warranties
USE OF THE SITE AND THE SERVICE IS AT THE USER’S SOLE RISK. THE SITE AND THE SERVICE ARE PROVIDED ON AN "AS IS", “WHERE IS” AND "AS AVAILABLE" BASIS. DARWIN ECOSYSTEM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT RELATED TO THE SITE OR THE SERVICE. ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR THE SERVICE IS DONE AT THE USER’S OWN DISCRETION AND RISK AND THE USER IS SOLELY RESPONSIBLE FOR ANY DAMAGES OR LOSS OF DATA OR EMAIL THAT RESULTS FROM THE USER’S USE OF THE SITE OR THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DARWIN ECOSYSTEM OR THROUGH OR FROM THE SITE OR THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TOS. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO CERTAIN USERS. THIS WARRANTY GIVES USERS SPECIFIC LEGAL RIGHTS AND USERS MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
EACH USER AGREES, SPECIFICALLY, TO comply with U.S. export laws and regulations in THEIR using OF the service and represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports. additionally the user agrees that it shall not use the service in violation of any U.S. export embargo, prohibition or restriction. each user further agrees and warrants that it will not use the service for any illegal purpose under the laws of any country, state or governmental authority applicable to the user’s access of or use of the Service.
11. Limitation of Liability
DARWIN ECOSYSTEM IS NOT AND WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF DARWIN ECOSYSTEM HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM USE OF THE SITE OR THE SERVICE. UNDER NO CIRCUMSTANCES WILL DARWIN ECOSYSTEM TOTAL LIABILITY FOR DIRECT DAMAGES OF ANY KINDS ARISING OUT OF OR RELATED TO USE OF THE SITE OR THE SERVICE (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE PRICE OF THE TERM OF THE SUBSCRIPTION. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TOS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR DIRECT DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO CERTAIN USERS.
Darwin Ecosystem may terminate or suspend a User or Subscriber access to the Site or the Service, or the account immediately, without prior notice or liability, if a User breaches any of the terms or conditions of these TOS. Upon such termination all right to use the Site and the Service will immediately cease.
A Subscriber may terminate or cancel its subscription at any time. Any User terminating agrees that the cancellation of the subscription or a particular component of the Site or the Service is the Subscriber’s sole right and remedy with respect to any dispute with Darwin Ecosystem. This includes, but is not limited to, any dispute related to or arising out of: a. any term of these TOS or Darwin Ecosystem enforcement or application of these TOS; b. any policy or practice of Darwin Ecosystem including the or Darwin Ecosystem’s enforcement or application of these policies; c. the data available through the Site or the Service; or d. the User’s ability to access and use the Site or the Service. All payments for Subscriptions other services are non-creditable and non-refundable. Any suspension of service will not result in a refund or extension of a Subscription’s term unless explicitly agreed to in advance in writing by an authorized officer of Darwin Ecosystems.
All provisions of these TOS which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
14. Controlling Law and Arbitration
These TOS and the relationship between you and Darwin Ecosystem are governed by the laws of the State of Minnesota without regard to its conflict of law provisions. The provisions of the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these TOS.
Any legal controversy or legal claim arising out of or relating to the TOS or the Site or the Service, excluding legal action taken by Darwin Ecosystem, to collect fees or recover damages for, or obtain an injunction relating to Darwin Ecosystem’s intellectual property or the Site or the Service, will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in Boston, Massachusetts, and judgment on the arbitration award may be entered into any court having jurisdiction. Either the User, Subscriber Darwin Ecosystem may seek any interim or preliminary relief from a court of competent jurisdiction necessary to protect the rights or property of such party pending the completion of arbitration.
15. Miscellaneous Provisions
Subscribers and/or Users also may be subject to additional terms and conditions that may apply when you use other Darwin Ecosystem products or services.
The failure of Darwin Ecosystem to exercise or enforce any right or provision of these TOS will not constitute a waiver of the right or provision. If any provision of these TOS is found by a court of competent jurisdiction to be invalid, the other provisions of these TOS will remain in full force and effect. The parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these TOS remain in full force and effect.
Any claim or cause of action arising out of or related to use of the Site or the Service or these TOS must be filed within one (1) year after the claim or cause of action arose or be forever barred.