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StrategA (UK) Ltd Agreement
This is an agreement (Agreement) between StrategA (UK) Ltd (SUKL), a behavioural profiling, behavioural diagnostics and behavioural change company and you, an end user (you or user) of StrategA (UK) Ltds service (the Service) as described herein.
BY ESTABLISHING, ACTIVATING, USING, OR PAYING FOR THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS, YOU AGREE TO THE TERMS AND CONDITIONS IN THIS AGREEMENT, AND BECOME BOUND BY ITS TERMS, INCLUDING THOSE PERTINENT TO THE PRICES, CHARGES, AND CONDITIONS PROVIDED TO YOU IN ASSOCIATION WITH YOUR ENROLMENT, INCLUDING MARKETING MATERIALS AND THE PARALLAX WEB-SITE, WHICH ARE INCORPORATED HEREIN BY REFERENCE.
This Agreement governs the Service, website, or software used in conjunction with the Service.
Service Description
Service Requirements
The Service provided through PARALLAX or a third party allows you to complete a PARALLAX behavioural profile, manage your account and create behavioural reports. SUKL does not guarantee continuous availability. You acknowledge and understand that the Service will not function in the absence of electrical power or if there is an interruption of your own Internet connection or personal computer equipment. A power failure might require you to restart the questionnaire.
Service Limitations
You understand and acknowledge that the Service may not be compatible with all web browsers, From time to time the PARALLAX website might be offline for service and improvements
Service Term
You may cancel the Service at any time by contacting StrategA (UK) according to the procedure described on the StrategA (UK) web-site. You will be responsible for paying any outstanding charges up to and including the date of cancellation, including all applicable fees and usage charges. Expiration of the term or cancellation of Service does not excuse you from paying all unpaid, accrued charges due in relation to the Agreement.
Service Distinctions
The Service is not and should not be considered or represented as a psychometric or as a psychological profiling service or system. PARALLAX profiles are behavioural profiles derived from Self Perception Inventories that correlate with and to brain based research. The service and system generates behavioural profiles assembled in accordance with the PARALLAX behavioural cube model that has a biologically based epistemology. Consequently, any regulatory treatment applied to the Service would differ from that applied to psychometric and psychological services.
Your Responsibility
You acknowledge and agree that you are fully responsible for all use on your account, and you accept full liability and responsibility for the actions of anyone who uses the Service via your account with or without your permission. You should safeguard your usernames and passwords, as well as content produces from the service. Some of your reports may be transmitted over the public Internet, and you acknowledge that you are aware that the Internet is not a secure network, and that third parties may be able to intercept, monitor, or corrupt information you transmit over the Internet.
Use of Service
Resale and Transfer
You are expressly prohibited from reselling or transferring the Service, Equipment, and/or software to any other person for any purpose, without formal, specific and explicit permission from SUKL in advance.
Residential Use
The Service is intended for corporate and residential use. You are expressly prohibited from using the Service for activities involving continuous connectivity, all types of broadcasting including, or any other activity that results in excessive usage inconsistent with corporate or normal residential / home office usage patterns. If SUKL determines, in its sole discretion, that you are reselling the Service, allowing persons residing outside of your organisation to regularly use the Service, or that your Service is being used for any of the aforementioned activities, SUKL reserves the right to immediately terminate without notice or modify the Service and to assess additional charges for each month in which excessive usage occurred.
Fair Usage Policy
Where service goes above and beyond what SUKL believe to be regular usage, SUKL reserves the right to issue notice of termination of service.
Network Integrity and Security
You are expressly prohibited from any use of the Service or any other action that, in StrategA (UK)s sole discretion, is deemed to present a risk to the network integrity or security of SUKL or its vendors, whether directly or indirectly. SUKL, in its sole discretion, may terminate your Service without advance notice if it determines your actions could cause a network disruption or security breach.
Profile Reports
You may not sell any profile report generated or assigned by SUKL unless you have a formal sales agreement with SUKL. Upon termination of the Service, SUKL may, in its sole discretion, release a profile report that was completed before termination.
Use Outside the United Kingdom
The Service is intended for use in the United Kingdom. If you use the Service in a country other than the United Kingdom, you do so at your sole risk, including the risk that such activity violates local laws in the country where you do so. Use of the Service is expressly prohibited wherever its use violates local laws, and you are personally liable for any such violations. SUKL reserves the right to terminate your Service immediately and without notice if it determines that you are using the Service in violation of applicable local laws.
Unlawful and Prohibited Use
You agree to use the Service only for lawful purposes. You are expressly prohibited from using the Service to transmit or receive any communication or material of any kind when in the sole judgement of SUKL the transmission, receipt, or possession of such communication or material would constitute, or encourages conduct that would constitute, a criminal offence, give rise to a civil liability, or otherwise violate any applicable laws. You acknowledge that neither SUKL nor its vendors nor its affiliates are responsible for the content of the transmission that may pass through the Service. You are expressly prohibited from using the Service or Equipment for any abusive or fraudulent purpose, including using the Service in a way that interferes with our ability to provide the Service to you or other customers or avoids your obligation to pay for profiling services. SUKL, in its sole discretion, may terminate your Service without advance notice if it believes you have violated the aforementioned restrictions, or if you act in a manner that is threatening, obscene, harassing, or abusive to SUKL personnel. You are liable for any and all use of the Service by any person using the Service provided to you and agree to indemnify and hold harmless SUKL against any and all liability for any such use. If SUKL, in its sole discretion, believes that you have violated the aforementioned restrictions, SUKL may forward personally identifiable information to the appropriate authorities for investigation and prosecution and you hereby consent to such forwarding.
Theft of Service
You agree to notify SUKL immediately if the any of your details are stolen or if you become aware at any time that your Service is being fraudulently used. You must provide a detailed description of the circumstances of the theft or fraudulent use of the Service and supply any additional documentation reasonably requested by SUKL. SUKL reserves the right to terminate your service if you fail to supply the requested documentation in a timely manner and might result in consequential or additional charges, for which you accept full liability.
Copyright, Trademark, and Unauthorized Use
The Service and Equipment and any firmware or software used to provide the Service or provided to you in conjunction with providing the Service, or embedded in the Equipment, and all Services, information, documents, and materials on SUKLs web-sites are protected by copyright, trademark, or other intellectual property laws and international treaty provisions. All web-sites, corporate names, service marks, trademarks, trade names, brand names, logos, and domain names (collectively Marks) of SUKL are and shall remain the exclusive property of SUKL and nothing in this Agreement shall grant you the right or license to use such Marks. You acknowledge that you are not given any license to use the firmware or software used to provide the Service or provided to you in conjunction with providing the Service, or embedded in the Equipment, other than a non-transferable, revocable license to use such firmware or software strictly in accordance with the terms and conditions of the Agreement, and that the Equipment is exclusively for use in connection with the Service.
Audit and Law Enforcement
SUKL reserves the right to audit your use of the Service to enforce the provisions of this Agreement. SUKL reserves the right to track and monitor your Service and usage subject to law and appropriate law enforcement processes. You acknowledge and agree that this Agreement is sufficient notice to you of such monitoring to the extent any notice is required under applicable United Kingdom Law.
Delivery
Actual delivery of your profile remains tentative. The system assembles and compiles your profile report immediately following your authorisation for payment via the secure server technology. Your profile report is available for download and is placed in a queue waiting to be forwarded to the email address you supplied when you signed up to use the service. Your profile report will be sent as soon as an appropriate connection becomes available via the internet. For this reason, delivery remains tentative.
Charges and Payments
Billing
On line users must use or provide a valid credit or debit card number, pursuant to procedures specified on the PARALLAX profiling web-site. You authorise SUKL to charge automatically to your credit or debit card any amounts payable by you in connection with your use of the Service. Your right to use the Service is subject to any limits established by your credit or debit card issuer. Your charges/payments and credits issued will appear on an on-line billing statement that you may access from the PARALLAX web-site. You grant and give SUKL permission to obtain relevant authorisation for use of your credit or debit card from your card issuer.
Licensed users who wish to pay via debit or credit card must use or provide a valid credit or debit card number, pursuant to procedures specified on the PARALLAX profiling web-site. You authorise SUKL to charge automatically to your credit or debit card any amounts payable by you in connection with your use of the Service. Your right to use the Service is subject to any limits established by your credit or debit card issuer. Your charges/payments and credits issued will appear on an on-line billing statement that you may access from the PARALLAX web-site. You grant and give SUKL permission to obtain relevant authorisation for use of your credit or debit card from your card issuer. If the card expires, your billing address changes, or your card is cancelled and replaced owing to loss or theft, you must advise SUKL at once and provide SUKL with updated, valid, non-expired billing information to pay your monthly invoices. It is your obligation to ensure that the account you provide to SUKL has a sufficient balance or available credit to pay your StrategA (UK) fees. Initial use of the Service authorises SUKL to charge the card account number on file with SUKL, updated by any changed information related to card expiration, replacement, or substitution (this does not apply to pre-pay customers). This authorisation remains valid until 30 days after SUKL receives your notice to terminate. SUKLs authority to charge your card whereupon SUKL will charge you for any outstanding charges and terminate the Service. SUKL bills all charges and applicable taxes and fees in advance (except for usage-based charges, which will be billed monthly as per corporate agreements, plus any other charges which SUKL chooses to bill in arrears) to your card. At its sole discretion, SUKL may choose to not bill you for a small monthly balance and instead allow that balance to roll into your next months charges, at no additional cost to you. SUKL is not responsible for any overdraft or other charges imposed by your card issuer due to insufficient funds in your account. SUKL reserves the right to bill at more frequent intervals if the amount due at any time exceeds 50. All charges will be billed or debited according to the rates and terms set forth in published materials and found on the SUKL web-site.
Commencement of Billing
Billing is immediate for non license holders accessing the system via the internet. Billing for licensees will be set out in the licence agreement and will commence for any monthly plans upon the registration of Service via the PARALLAX web-site, or when individual reports are purchased.
Price and Price Changes
Prices and charges relating to the Service are posted on the SUKL web-site. SUKL may change the prices and charges for the Service from time to time. SUKL may modify prices without providing advance notice.
Refunds
Your PARALLAX profile report is assembled and compiled solely from the data you entered and, therefore, any single sale is regarded and treated as individual, complete and final. This means that you will NOT be entitled to a refund if you are unhappy with or disagree with the profile forwarded to you. Once you submit your payment details and confirm that you wish to effect payment, the system automatically produces the profile report and the routine cannot be stopped. You initiate the production once you confirm payment and you are, therefore liable for payment of the displayed and agreed purchase price.
Failure to Pay
SUKL may suspend, restrict, or cancel the Services and this Agreement to any licence holder who fails to make payments for current or prior bills by the required due date. SUKL may also take appropriate steps or require licence holders to take certain action when you or SUKL are or have been the target of fraud related to your account, including temporary suspension or termination of your account. Service suspension or cancellation will result in your loss of the profiles and reports associated with the Service.
Late Payment Charge
SUKL reserves the right to add interest charges to any past-due amounts for pay monthly plans at the lower of 1.5% per month or the maximum rate allowed by law, pro-rated for each day payment is past due. Acceptance of late or partial payments (even if marked Paid in Full or with other restrictions) shall not waive any of the rights of SUKL to collect the full amount of the charges due from the llicence holder for the Service. The licence holder agrees to reimburse SUKL for all reasonable legal fees and any other costs associated with collecting delinquent or dishonoured payments. If charges cannot be processed through your credit or debit card, due to insufficient funds or for any other reason, SUKL will charge you an additional administration fee of not less than 15.00 but sufficient to cover the costs incurred to recover the said debt.
Equipment Replacement
In its sole discretion, SUKL may send you alternative Equipment to replace SUKL purchased Equipment, which you claim is defective. If your original Equipment is not returned within thirty (30) days of your request for replacement Equipment, you will be billed for the cost of the replacement Equipment, and you understand and agree to this charge.
Taxes
You are responsible for, and agree to pay, any applicable VAT, governmental sales, use, excise, public utility, or other taxes and charges now in force or enacted in the future, that arise from or as a result of your subscription or use or payment for the Service or associated equipment. These amounts are in addition to payment for the Service or Equipment and will be billed to your credit or debit card as set forth in this Agreement. If you are exempt from payment of such charges, you must provide the approved documentation issued by the relevant Tax office together with formal and explicit confirmation from the relevant Tax office that you are exempt. You accept that SUKL will ONLY act in strict accordance with the authorisation issued by the relevant Tax office. Tax exemption will only apply from and after the date SUKL receives and verifies this documentation.
Service Interruption
You acknowledge and agree that credit allowances for interruption of the Service will not be provided.
Billing Disputes
You must notify SUKL within thirty (30) days after receiving your credit card or debit card statement if you dispute any SUKL charges on that statement or such dispute will be deemed waived.
Service Cancellation
SUKL reserves the right to hold you liable for any formal, contractual agreements to use the Service. At the sole discretion of SUKL you may be granted the right to cancel the Service at a time other than stated in the formal, contractual agreement. You remain fully liable for accrued charges, taxes, and fees outstanding at the time of termination, and you authorise StrategA (UK) to process these amounts to your credit or debit card.
Indemnification
You agree to defend, indemnify, and hold SUKL, its vendors, affiliates, and agents and any other service provider who furnishes services to you or enables us to furnish services to you in connection with this Agreement or the Service, harmless from claims or damages relating to or arising out of the Service, the Equipment or its installation, or this Agreement.
You agree that SUKL should not be and is not responsible for any third party claims against us that arise from your use of the Service. Further, you agree to reimburse us for all of our costs and expenses related to the defence of any such claims, including legal fees, unless such claims are based on our wilful misconduct or gross negligence.
Limitations of Liability
BY ENROLLING IN, ACTIVATING, USING, OR PAYING FOR THE SERVICE, YOU AGREE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE LIMITATIONS OF SUKL SERVICE DESCRIBED HEREIN.
SUKLS LIABILITY TO YOU ON ACCOUNT OF ANY ACT OR OMISSION OF SUKL RELATED TO THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY, OR BODILY INJURY OR DEATH, PROXIMATELY CAUSED BY SUKLS GROSS NEGLIGENCE. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL SUKL HAVE ANY LIABILITY TO YOU WHATSOEVER ON ACCOUNT OF ANY ACT OR OMISSION OF STRATEGA (UK) Ltd RELATED TO PERSONAL PROFILES. UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, REGARDLESS OF THE FORM OF ACTION. SUKL AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, AND REPRESENTATIVES WILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES OR MODIFICATIONS TO, OR LOSS OR DESTRUCTION OF, ANY OF YOUR SOFTWARE, FILES, DATA, OR PERIPHERALS. FURTHERMORE, IN NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF SUKL OR ITS AFFILIATES ARISING WITH RESPECT TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID UNDER THIS AGREEMENT BY YOU TO SUKL IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE CLAIM.
Warranty Limitations
EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THE MATERIALS ACCOMPANYING THE EQUIPMENT, SUKL MAKE NO WARRANTIES OF ANY KIND REGARDING THE SERVICE, EQUIPMENT, OR ANY OTHER EQUIPMENT AND EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR ANY WARRANTIES THAT THE SERVICE WILL MEET CUSTOMER REQUIREMENTS. SUKL ALSO MAKE NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. SUKL DO NOT AUTHORISE ANYONE, INCLUDING BUT NOT LIMITED TO SUKL EMPLOYEES, AGENTS, OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT.
Dispute Resolution by Binding Arbitration
IT IS IMPORTANT THAT YOU READ THIS ENTIRE SECTION CAREFULLY. THIS SECTION PROVIDES FOR RESOLUTION OF DISPUTES THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY OR THROUGH A CLASS ACTION.
Any dispute or claim between you and SUKL arising out of or relating in any way to the Service or the Equipment provided in connection with this Agreement shall be resolved by arbitration before a single arbitrator. The arbitrators decision shall be final and binding. In conducting the arbitration and making any award, the arbitrator shall be bound by and strictly enforce the terms of this Agreement and may not limit, expand, or otherwise modify its terms. Without limiting the foregoing, the parties agree that no arbitrator has the authority to award relief in excess of what this Agreement provides.
NO DISPUTE MAY BE JOINED WITH ANOTHER LAWSUIT, OR IN AN ARBITRATION WITH A DISPUTE OF ANY OTHER PERSON, OR RESOLVED ON A CLASS-WIDE BASIS. THE ARBITRATOR MAY NOT AWARD DAMAGES THAT ARE BARRED BY THIS AGREEMENT, INCLUDING PUNITIVE OR EXEMPLARY DAMAGES OR ATTORNEYS FEES. YOU AND SUKL BOTH WAIVE ANY CLAIMS FOR AN AWARD OF DAMAGES THAT ARE EXCLUDED UNDER THIS AGREEMENT.
YOU ACKNOWLEDGE THAT THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL.
Miscellaneous
General Provisions
This Agreement does not provide any third party with a remedy, claim, or right of reimbursement. Failure by SUKL to enforce any provision(s) of this Agreement shall not be construed as a waiver of any provision or right. This Agreement, and all other aspects of the use of the Service and the STRATEGA and / or PARALLAX web-sites, shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to its choice of law rules. This governing law provision applies no matter where you reside, or where you use or pay for the Service. This Agreement constitutes the entire agreement between us and supersedes all prior agreements, understandings, statements, or proposals concerning the Service, including representations, whether written or oral. No written or oral statement, advertisement, or service description not expressly contained in the Agreement will be allowed to contradict, explain, or supplement it. Neither you nor SUKL is relying on any representations or statements by the other party or any other person that are not included in this Agreement. If any provision in this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Events Beyond Our Control
SUKL will not be responsible to you for any delay, failure in performance, loss, or damage due to fire, explosion, power blackout, earthquake, volcanic action, flood, the weather elements, strike, embargo, labour disputes, civil or military authority, war, acts of God, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, or other causes beyond our reasonable control.
Assignment
SUKL reserve the right to assign all or part of our rights or duties under this Agreement without notifying you. If SUKL do that, SUKL have no further obligations to you. You may not assign this Agreement or the Service without our prior written consent.
Privacy
SUKL Service utilises, in whole or in part, the public Internet and third party networks to transmit profile reports and other communications. SUKL is not liable for any lack of privacy which may be experienced with regard to the Service. In addition, SUKL will provide personally identifiable customer information in response to lawful government requests, subpoenas, and court orders, as well as law enforcement requests. You also agree to the use of your profile is consultancy assignments when invited to complete the online questionnaire. You will check with any third party regarding the privacy of such information. Please refer to our Privacy Policy applicable to you on the PARALLAX web-site for additional information.
Notices
SUKL primarily communicates with users of the Service via e-mail. E-mail from SUKL is used to communicate important information about the Service, including billing and changes to the Service, much of which is time-sensitive. You acknowledge that e-mail from SUKL constitutes official notice from SUKL and that you are required to read in a timely manner all e-mail messages sent to the e-mail address specified by you at the time of registration for the Service in order to avoid any potential disruption of the Service. You also acknowledge that you are responsible for notifying SUKL of any changes in your e-mail address.
Survival
The provisions of this Agreement relating to indemnification, limitations on liability, warranty limitations, billings, and your obligations to pay for the Service provided, including any additional usage charges, shall survive any termination of this Agreement or termination of the Service.
Non-Waiver
Failure by SUKL to insist upon strict performance of any terms or conditions of this Agreement or failure or delay to exercise any rights or remedies provided herein or by law shall not release you from any of the warranties of obligations of this Agreement, and shall not be deemed a waiver of any right of SUKL to insist upon strict performance hereof or any of its rights and remedies.
Changes to this Agreement
SUKL may change this Agreement from time to time. Any changes will be posted at the Terms of Service section of the PARALLAX web-site, currently located at www.parallaxprofiling.co.uk. Notice will be considered received by you and any such changes will become binding and effective on the date the changes are posted to the PARALLAX web-site, except in the case of changes to the prices or charges, when SUKL will comply with our notice commitments described above. IF YOU CONTINUE TO BE ENROLLED IN, USE, OR PAY FOR THE SERVICE AFTER ANY CHANGES IN THE PRICES, CHARGES, TERMS, OR CONDITIONS, YOU AGREE TO THE CHANGES.
Security
StrategA (UK) Ltd (SUKL) use up to date Secure Server Technology to ensure that all personal and transactional information is protected to the highest standards.
Data Protection
StrategA (UK) Ltd has a policy of total confidentiality. SUKL undertakes that it will NOT issue or make any personal details available to any individual or company. For administrative and identification purposes we hold your name and email address to enable you to access your data on the PARALLAX PROFILING system and, at the same time, protect your data from being accessed by a third party.
Your profiling data is held on the system under your sole control. Access to your data is password controlled. You may chose to change your password at any time in accordance with the stated procedures in the system. SUKL does NOT have access to your password. It is held in a secure database and cannot be read except as a series of asterisks or dots. SUKL cannot unscramble the security features thus making your data secure to you.
Data related to your profile or profiles will remain in your secure area for the standard duration, normally 30 days and then deleted. You have the right to resurrect such data for a period of another 30 days. After a period of 6 months, all source data for behavioural profiles is treated as obsolete and the data is deleted from the system and any servers. Licensees who wish to store benchmarks are required to establish updating procedures.
The following information is required at the time you sign up to use the system: your title, your first name, your surname, your email address. This information is stored on our database.
StrategA (UK) Ltd does not store your address or credit card details. All transactions are handled via up-to-date, secure server technology.
Cookies
As part of our high security standards, we might have to use cookies to enable you to use this website. Cookies are used in most interactive websites. They are tiny packets of information that enable communication and are stored by your browser on your computer's hard drive. These cookies do NOT store any personal details relating to you or your credit cards. If you do not want to receive cookies, then there is a real possibility that you might not be able to use this website.
Please note that we also use JavaScript to speed up your online experience.
If you disable JavaScript, you will NOT be able to use this website.
Keeping In Touch With You
By selecting the add in option on the sign up page StrategA (UK) Ltd might use your details to send you further information on PARALLAX branded products and services, to keep you up-to-date on services and promotional offers you might be interested in or for research purposes (this excludes emails about the website where you will receive a welcome and confirmation email when you register online).
This agreement was last updated at 15:00 (GMT) on Friday 8th February, 2008.