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Additional Terms and Conditions for Assessment Products and Reinforcement Applications.

These Additional Terms and Conditions apply only in respect of assessment products and are in addition to the other terms and conditions applying to the CCF. In the event of a conflict between the these Additional Terms and Conditions and the main Terms and Conditions, these Additional Terms and Conditions shall control with respect to the assessment products only.

  1. Reservation of Rights. Each party retains all intellectual property rights and any other rights in connection with their respective web sites, software and services and no title to or ownership thereof is transferred to the other party under this CCF. The CCF places no restriction or limitation whatsoever on Company’s right or ability to license the software relating to the assessment product (the “Software”) or the reinforcement application (the “Application”), as the case may be, to other parties.
  2. Payment of Fees. Notwithstanding anything to the contrary herein, any applicable installation or setup fees (if any) are to be paid in full prior to Client receiving access to the Software or Application. The license granted is an annual license contingent upon payment of the annual license fees. Renewal fees must be received by Company no later than the anniversary date of the then current term to continue Client’s access to the Software or Application. Fees are due and payable regardless of whether client uses the Software or associated services.
  3. Confidential Information. The definition of “Confidential Information” included in the main Terms and Conditions shall also include the Software and/or Application and all Client data used by Company in providing the Service.
  4. Restrictions. Client agrees not: (a) to sublicense, transfer or otherwise convey the Software or Application to any third party; (b) to modify or create derivative works of the Software or Application; (c) to reverse engineer, disassemble, or otherwise reduce the Software or Application to human‐readable form; (d) to modify, translate, or create derivative works based on the Software, Application or any Confidential Information provided by Company; (e) to provide, disclose, divulge or make available to, or permit use of the Software or Application by persons other than Licensee’s employees (f) to use or copy the Software or Application except as expressly authorized under this CCF; (g) to remove any proprietary notices or labels on the Software or Application; or (h) to attempt to access any software hosted and served by Company or its contractor’s computers except for the Software or Application (unless permitted under another valid agreement or consented to in writing by Company).
  5. Terms of Use. The use of the Software or Application shall be subject to the terms of any end‐user license agreement, terms of use and/or privacy policy, if any, included in the Software or Application.
  6. License Term. Unless otherwise stated on the CCF, the license term with respect to a user license to the Software or Application shall commence on the Start Date of the Client Confirmation Form and l expire 12 months thereafter.
  7. Warranty. Company warrants that, as of the date of this CCF, the Software and/or Application does not infringe any third-party patent, copyright or trade secret. Company shall defend and indemnify Client from any third party claim that the Software and/or Application infringes any patent, copyright or trade secret provided that: (a) Client promptly notifies Company of the claim; (b) Company has sole control over the defense and settlement of the claim, and (c) Client complies with any settlement or court order made in connection with the claim.
  8. Disclaimer of Additional Warranties; Limitation of Liability. COMPANY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Company shall not be responsible for Client’s use of any information generated from the assessments, including the results thereof. SECTION 13 (LIMITATION OF LIABILITY) OF THE MAIN TERMS AND CONDITIONS APPLIES IN FULL TO ASSESSMENT PRODUCTS AND IS NOT MODIFIED BY THESE ADDITIONAL TERMS AND CONDITIONS.

Talent CQ – Chally – End User Terms

If the Assessment Products are referred to on the CCF as “Talent CQ – Chally”, then
these End User Terms apply with respect to such products, and are in addition to the
other terms and conditions applying to the CCF. In the event of a conflict between
these End User Terms and the main Terms and Conditions, these End User Terms
shall control with respect to the Talent CQ – Chally products only.

  1. Additional Definitions. The following Additional Definitions shall apply for the purposes of these End User Terms. If not defined herein, capitalized terms shall have the same meaning is in the main Terms and conditions.
    1. End User” as used in these End User Terms shall refer to the Client as identified on the CCF executed by the Parties, including any employees, officers and contractors of Client who have access
      to the Talent CQ Services.
    2. Service” as used in these End User Terms shall mean the Talent CQ services.
  2. Right to Access and Use. Subject to payment of fees for the Service and End User’s use of such Service in accordance with the terms and conditions set forth herein, Company hereby grants End User the right to access and use the Service during the term solely for End User’s internal business operations and in accordance with the terms and conditions set forth herein.
  3. Permitted Use. End User represents and warrants that End User will abide by the terms and conditions set forth herein when using the Service. End User further agrees to use commercially reasonable efforts to prevent unauthorized access to, or use of the Services, and notify Company immediately of any such unauthorized use. In no event shall End User allow the Service to be accessed or used by parties other than End User and its authorized users. Company reserves the right to refuse use and/or access to such Service by any individual party other than End User and its authorized users. End User shall be liable for all acts and/or omissions of its users. End User shall ensure that End User’s network and systems comply with the relevant specifications provided by Company and its third party partners from time to time and shall provide Company with information as may be required by Company in order to provide the Services. Subscription packages purchased by End User may be utilized throughout the term. No credits shall be provided should End User not utilize all assessments prior to the end of the term.
  4. Prohibited Conduct. Except as expressly permitted herein, End User shall not, directly or indirectly, without the express, prior written consent of Company and/or its third party partners: (i) use or permit the use of, reproduce or otherwise duplicate, disclose, distribute, modify, encumber, time-share, license, sublicense, rent, lease, or transfer any Service, any portion thereof, or any of End User’s rights thereto; (ii) merge any Service or any portion thereof with any other program or materials; (iii) reverse engineer, decompile, disassemble, extract, or otherwise derive or attempt to derive the source code of any Service or any other compiled software provided or made available by Company and/or its third party partners hereunder; (iv) adapt, translate, localize, port, or otherwise modify any Service or any other compiled software provided or made available by Company and/or its third party partners hereunder; (v) remove, obliterate, or cancel from view any copyright, trademark, or other proprietary or confidentiality notice or legend appearing on or in any materials provided or made available by Company and/or its third party partners hereunder, or fail to reproduce any such notice or legend on any copy made of any such materials; (vi) take any action that materially interrupts or interferes with, or that might reasonably have been expected to materially interrupt or interfere with, the Service, Company’s business operations and/or its third party partner’s operations or other users; and (vii) permit any other person or entity to engage in any of the foregoing conduct. Notwithstanding anything herein to the contrary, Company and/or its third party partners reserve the right, without liability to End User, to disable or suspend the End User’s access to the Services in the event (a) of any breach or anticipated breach of this Section (b) End User or its users use of the Service disrupts or poses a security risk to the Services or any other user, may harm Company and/or its third party partners and/or systems or may subject Company and/or its third party partners to liability; (c) End User and/or its authorized users are using the Services for fraudulent and/or illegal activities; and/or (d) Company and/or its third party partners continued provision of any of the Services is prohibited by applicable law.
  5. Use of the Services. Company and/or its third party partners retain the right, in its sole and absolute discretion, to deny service and/or access to and/or use of the Services and/or an account to anyone at any time and for any reason. While Company and/or its third party partners use reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time. You understand and agree that there may be interruptions to the Service and/or access to your account due to circumstances both within Company and/or its third party partners’ control (e.g., routine maintenance) and outside of Company and/or its third party partners’ control. End User acknowledges and agrees that the use of the Services is at End User’s own risk, including without limitation the risk that End User might be exposed to content that is offensive, indecent, inaccurate, and/or objectionable. End User will determine the access controls for its authorized users and will be responsible for activity occurring under its account, including compliance with the terms set forth herein. End User agrees to: (i) maintain the accuracy and completeness of information provided to Company, and (ii) notify Company immediately of any unauthorized use of End User’s account and/or any other known breach of security.
  6. EEOC Compliance. In the event End User receives any complaint or claim from an employee or prospective employee or any other party regarding compliance of Services with Equal Employment Opportunity Commission (“EEOC”) rules, regulations, or guidelines, Company agrees to provide all documentation necessary to substantiate its compliance with such rules, regulations, and guidelines and/or to reasonably cooperate with End User in your defense of any lawsuits or administrative actions resulting from such complaints or claims.
  7. Automated Decision-making. In providing the Services hereunder, the assessment provider (“Vendor”) uses automated decision-making. In the event the End User participates in an assessment, End User hereby acknowledges and agrees that End User is aware of the use of such automated decision-making and expressly consents to Vendor’s use of automated decision-making. In the event End User and/or its authorized user(s) desire to request human intervention, challenge a decision or withdraw consent, please contact Vendor at privacy@growthplay.com. End User is considered the controller and as a result End User represents and warrants that End User has and/or will obtain the necessary express consents required by its authorized users acknowledging and agreeing to the use of such automated decision-making and Company and Vendor shall have no liability related to the foregoing.