End User Terms and Conditions

If you are seeing this for the first time, please acknowledge this agreement by clicking the Accept button at the bottom.

IMPORTANT -- READ CAREFULLY: Welcome to the ResponsAgility Platform, including any assessments, workplace simulations, behavioural development programmes, reports, dashboards, content and related services made available by ResponsAgility (Pty) Ltd ("ResponsAgility", "we", "us" or "our") (collectively, the "Platform").

By clicking "Accept", creating an account, accessing the Platform, participating in any assessment, simulation, behavioural development programme or coaching intervention made available through the Platform, you acknowledge that you have read, understood and agree to be bound by these Terms and the ResponsAgility Privacy Policy.

Relationship with Users

You acknowledge that your access to the Platform may be facilitated by a certified coach, facilitator, employer, organisation or other authorised customer of ResponsAgility (an "Authorised User") who has entered into a separate Software as a Service, subscription, platform services or similar agreement with ResponsAgility.

These Terms regulate the relationship between you and ResponsAgility in connection with your use of the Platform. Any agreement concluded between ResponsAgility and an Authorised User operates separately from these Terms and does not grant any rights to you unless expressly stated otherwise.

You further acknowledge that ResponsAgility may receive instructions from the relevant Authorised User relating to the administration of the programme, Player enrolment, reporting, assessment administration and access management, provided that such actions are undertaken in accordance with applicable law and the Privacy Policy.

The relevant Authorised User remains responsible for determining who is enrolled in a programme and what reports or outputs are made available to it, subject to applicable law and the Privacy Policy.

Rights to Use the Platform

ResponsAgility hereby grants you a limited, personal, non-exclusive, non-transferable and revocable licence to access and use the Platform solely for purposes of participating in assessments, workplace simulations, behavioural development programmes, coaching interventions and related services made available through the Platform. This licence is granted solely for your personal participation in the applicable programme and may not be assigned, transferred, sublicensed or otherwise made available to any third party.

You may not assign, transfer, sublicense, pledge, encumber or otherwise dispose of any of your rights to use the Platform, or permit any third party to make use of the Platform through your account or access credentials, unless expressly authorised in writing by ResponsAgility.

Nothing in these Terms shall be construed as transferring any ownership rights in the Platform or any intellectual property rights relating thereto to you.

Player Restrictions

You agree that you shall not:

• interfere with, disrupt or attempt to interfere with the operation, security or functionality of the Platform;
• use the Platform for any unlawful, fraudulent or unauthorised purpose;
• interfere with another Player or User’s use and enjoyment of the Platform;
• attempt to gain unauthorised access to any system, account, report, database or information;
• remove, obscure or alter any copyright, trade mark or proprietary notices appearing on the Platform;
• access the Platform by any means other than the authorised interfaces provided by ResponsAgility;
• reverse engineer, decompile, disassemble, decrypt or otherwise attempt to derive the source code, algorithms, scoring mechanisms, methodologies or underlying technology used in the Platform;
• copy, reproduce, distribute, sell, sublicense or otherwise exploit any part of the Platform except as expressly permitted by law;
• use the Platform to develop, support or assist any competing product or service;
• upload malicious software, code, malware, viruses or similar technologies;
• provide false, inaccurate or misleading information through the Platform; or
• use information obtained through the Platform in a manner that infringes the rights of any other person.

Player Data, Assessments and Reports

You acknowledge and agree that information submitted by you through the Platform may be collected, processed and analysed for purposes of administering assessments, simulations, behavioural development programmes, coaching interventions and related services.

ResponsAgility may generate reports, assessments, behavioural insights, recommendations, benchmarking information and related outputs using information submitted by you and other Players.

You acknowledge and agree that authorised coaches, facilitators and programme administrators may be granted access to information relating to your participation in the Platform where reasonably necessary for purposes of coaching, facilitation, programme administration and related services.

You further acknowledge that organisations participating in a programme may receive aggregate, anonymised or cohort-level reporting derived from Player information. Unless otherwise stated, such reporting is intended to provide organisational insights and is not intended to identify individual Players.

You acknowledge that any reports, recommendations, assessments, behavioural insights or other outputs generated through the Platform are intended to support learning, development and decision-making processes only and do not constitute medical, psychological, financial, legal, recruitment, employment or professional advice.

Privacy and Data Protection

ResponsAgility processes Personal Information in accordance with its Privacy Policy, applicable Data Protection Laws and any lawful instructions received from the relevant Authorised User where such instructions relate to the administration of the Platform and are permitted by law. By using the Platform, you acknowledge and agree that ResponsAgility may collect, use, store, analyse and otherwise process your Personal Information for purposes including account administration, assessment delivery, simulation participation, behavioural development programmes, coaching interventions, reporting, platform administration, technical support, security monitoring and the provision, maintenance and improvement of the Platform, in accordance with applicable Data Protection Laws and the Privacy Policy.

You acknowledge that certain Personal Information and assessment-related information may be shared with authorised coaches, facilitators, programme administrators and other authorised representatives of the relevant Authorised User where reasonably necessary for purposes of administering the applicable programme and providing related services. ResponsAgility will not disclose your Personal Information to unauthorised third parties except where required by law, permitted under the Privacy Policy, necessary for the provision of the Platform or authorised by you.

You further acknowledge that ResponsAgility may create and use aggregated, anonymised or de-identified information derived from Player Data for research, benchmarking, statistical analysis, product improvement and service development purposes, provided that such information does not reasonably identify you as an individual.

While ResponsAgility implements commercially reasonable technical and organisational measures designed to protect Personal Information against unauthorised access, loss, misuse, disclosure or alteration, you acknowledge that no electronic system can be completely secure and that ResponsAgility cannot guarantee absolute security.

You are responsible for ensuring that any information submitted by you through the Platform is accurate and up to date. You may exercise any privacy rights available to you under applicable law by contacting ResponsAgility using the contact details set out in the Privacy Policy.

Passwords and Security

You are responsible for maintaining the confidentiality of any username, password or other credentials used to access the Platform.

You agree to take all reasonable steps to protect the confidentiality of your access credentials and acknowledge that you are responsible for all activities conducted through your account.

If you become aware of any unauthorised access to your account or any security breach affecting the Platform, you shall immediately notify ResponsAgility at [email protected].

Monitoring

ResponsAgility reserves the right to monitor, record, review and analyse information stored on or transmitted through the Platform where reasonably necessary to administer the Platform, investigate potential misconduct, ensure compliance with these Terms, maintain system integrity or comply with legal obligations.

Downtime and Service Suspensions

Your access to and use of the Platform and related Services may be suspended for the duration of any anticipated or unanticipated downtime, scheduled or unscheduled maintenance, system upgrades, system updates, malfunction, operational interruption or other unavailability affecting any portion or all of the Platform or Services, including as a result of power outages, communication failures, hardware failures, software failures or other events beyond the reasonable control of ResponsAgility.

ResponsAgility shall be entitled, without liability to you, to suspend access to any portion or all of the Platform at any time on a system-wide basis:

(a) to permit scheduled maintenance, upgrades, repairs, testing or modifications to the Platform or any part thereof;

(b) in the event of a denial of service attack, cyberattack, security incident, suspected unauthorised access or other event which, in ResponsAgility's reasonable opinion, may create a risk to the Platform, ResponsAgility, its systems, its customers, authorised Users, Players or other users if access to the Platform is not suspended;

(c) where ResponsAgility reasonably believes that continued operation of the Platform may result in a breach of any applicable law, regulation, industry requirement or regulatory obligation;

(d) where suspension is necessary to investigate suspected fraud, misconduct, security breaches or violations of these Terms; or

(e) where ResponsAgility otherwise reasonably determines that such suspension is necessary for operational, legal, regulatory or security purposes.

ResponsAgility will endeavour, where reasonably practicable, to provide advance notice of planned maintenance or scheduled downtime but shall not be obliged to do so in circumstances where immediate suspension is reasonably necessary.

Intellectual Property

The content available on the Platform, including without limitation any assessments, simulations, questionnaires, methodologies, scoring models, reports, dashboards, software, scripts, databases, compilations, text, graphics, images, photographs, audio, video, interactive features, training materials and related content (collectively, the "Content"), as well as all trademarks, service marks, logos and branding contained therein (collectively, the "Marks"), are owned by or licensed to ResponsAgility and are protected by copyright, trade mark and other intellectual property laws of the Republic of South Africa, foreign jurisdictions and applicable international conventions.

The Content is provided to you on an "AS IS" basis for your personal participation in the applicable assessment, simulation, coaching, behavioural development programme or related services only. Except for any information, reports or content expressly made available to you for your personal use and benefit through the Platform, the Content may not be used, copied, reproduced, distributed, transmitted, published, broadcast, displayed, sold, licensed, adapted, modified or otherwise exploited for any purpose whatsoever without the prior written consent of the relevant rights holder.

Without limiting the generality of the foregoing, all assessment methodologies, scoring systems, simulations, behavioural frameworks, questionnaires, reports, benchmarking methodologies, algorithms and related intellectual property utilised through the Platform shall remain the exclusive property of ResponsAgility and/or its licensors.

ResponsAgility reserves all rights not expressly granted in and to the Platform, the Content and the Marks. You agree not to engage in the use, copying, reproduction or distribution of any Content other than as expressly permitted by these Terms. If you download, save or print any Content made available to you through the Platform for your personal use, you must retain all copyright, trade mark and other proprietary notices contained therein.

You further agree not to circumvent, disable or otherwise interfere with any security-related features of the Platform or any features that prevent or restrict access to, copying of or use of any Content, or that enforce limitations on the use of the Platform or the Content contained therein.

Modifications

You agree that ResponsAgility may modify these Terms, the Privacy Policy or any other policy relating to the Platform at any time and in its sole discretion. By accessing or using the Platform, you agree to be bound by any such modifications and should therefore periodically review these Terms and any related policies to determine the then current terms and conditions governing your use of the Platform. The date of the last modification will be indicated at the end of these Terms and you are encouraged to review such revision date with each use of the Platform. If you are dissatisfied with the Platform, its Content, any assessment, report, behavioural insight or other output generated through the Platform, or any revised Terms or policies, your sole and exclusive remedy shall be to discontinue your use of the Platform and cease participating in any assessments, simulations, behavioural development programmes or related services made available through the Platform. Nothing in this clause shall oblige ResponsAgility to provide advance notice of any amendment except where required by applicable law.

Termination and Suspension

We may terminate these Terms and your access to the Platform immediately if the agreement between ResponsAgility and the coach, facilitator, organisation or other Authorised User through whom you gained access to the Platform is terminated, or if we receive an instruction from such Authorised User to terminate your access. A breach of these Terms shall entitle ResponsAgility, in its sole discretion, to suspend or terminate your access to the Platform immediately and without notice. ResponsAgility further reserves the right to suspend, modify or discontinue any aspect of the Platform for operational, security, legal or regulatory reasons. Upon termination of these Terms, all rights granted to you under these Terms shall terminate immediately and you shall cease all use of the Platform.

Warranty Disclaimers and Limitation of Liability

Except as specifically set out in these Terms, the Privacy Policy or any applicable agreement between ResponsAgility and an Authorised User, ResponsAgility makes no representations or warranties, whether express or implied, in relation to the Platform, its Content, assessments, simulations, reports, behavioural insights or related services. You agree that your use of the Platform is entirely at your own risk. The Platform is provided on an "as is" and "as available" basis and neither ResponsAgility nor its directors, employees, agents, contractors, affiliates, licensors or service providers (collectively, the "Associates") warrant that access to or use of the Platform will be uninterrupted, error-free, secure or free from defects. While ResponsAgility implements commercially reasonable security measures and industry-accepted safeguards to protect Personal Information and Platform data, you acknowledge that no electronic system can be entirely secure and, to the fullest extent permitted by law, neither ResponsAgility nor its Associates shall be liable for any unauthorised access to, disclosure of, alteration of or use of information transmitted to or stored on the Platform. The foregoing limitations shall apply whether a claim arises in contract, delict, statute or otherwise, even if ResponsAgility or its Associates have been advised of the possibility of such damages. You further agree to defend, indemnify and hold harmless ResponsAgility and its Associates from and against any and all claims, damages, losses, liabilities, costs and expenses (including legal costs on the attorney and own client scale) arising from or relating to (i) your use of or access to the Platform, (ii) any breach by you of these Terms, or (iii) any infringement by you of any rights of a third party, including intellectual property, confidentiality, privacy or data protection rights. This indemnity shall survive the termination of these Terms and your use of the Platform.

For the avoidance of doubt, ResponsAgility does not warrant that participation in any assessment, simulation, coaching intervention or behavioural development programme will result in any particular behavioural outcome, performance improvement, employment outcome, organisational outcome or business result.

General

Entire Agreement: These Terms, together with the Privacy Policy and any policies incorporated herein by reference, constitute the entire agreement between you and ResponsAgility regarding your use of the Platform and supersede any prior representations, understandings, agreements or communications relating thereto. For the avoidance of doubt, these Terms do not replace any separate agreement concluded between ResponsAgility and an Authorised User.

Severability: If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.

Waivers: The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.

Successors and Assigns: These Terms are personal to you and do not confer any rights on any third party unless expressly stated otherwise. You may not assign, transfer, cede, delegate or otherwise dispose of any rights or obligations under these Terms without the prior written consent of ResponsAgility. ResponsAgility may assign, cede, delegate or transfer its rights and obligations under these Terms to any affiliate, successor or purchaser of its business.

Relationship: Nothing in this Agreement is intended to or does create any type of joint venture, creditor-debtor, escrow, partnership or any employer/employee or fiduciary relationship between you and us (or any of our Associates).

Governing Law: These Terms shall be governed by and interpreted in accordance with the laws of the Republic of South Africa. The parties consent to the jurisdiction of the Western Cape Division of the High Court of South Africa, Cape Town, in respect of any dispute arising from or relating to these Terms.

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