End-User License Agreement for NVC Consulting’s Spiral Surveys and GDRP

Notice to User: Please read this contract carefully. By using all or any portion of the online SPIRAL DYNAMICS^® Assessment System you accept all the terms and conditions of this agreement.

This End-User License Agreement (EULA) is a legal agreement between you (licensee) and National Values Center Consulting, (hereafter NVCC) for the Online Assessment System that comes with this EULA, which includes NVCC Internet based services (SPIRAL DYNAMICS^® Assessment System including the Values Profile II, Discover, Change Readiness Index, Change State Indicator, Form A, Form B, QMIND! and all other Spiral Dynamics assessments). You agree to be bound by the terms of this EULA by clicking on the “I agree” button on this dialog, and by using this Assessment System. You agree that this agreement is enforceable like any written negotiated agreement signed by you. If you do not agree, do not use the assessment system or request that an account be set up for you.

1. Ethical use. Licensee agrees to use data gathered with these assessments in an ethical and responsible manner. (See the Ethical Code of the American Psychological Association and the Code of Ethics of the American Sociological Association for guidelines.) These assessments are for learning and educational purposes and are not to be construed as psychological tests, nor are they intended for employee selection or similar use unless independently validated under applicable legal requirements. The licensee agrees that users’ data will be treated with respect and confidentiality, and that any interpretation offered will be a good faith effort to convey results accurately and honestly.

2. Grant of License. NVCC grants the following rights provided that you comply with all the terms and conditions of this EULA.

3.1. Copyright. You acknowledge that you have only the limited, non-exclusive right to use the SD Spiral Surveys Assessment System as expressly stated in this license and that NVCC retains title to the Assessment System, copyrights, trademarks, and all other rights not expressly granted.

3.2. Access and Use. You may access and use the Assessment System, and provide a username and password so your clients may also access the Assessment System. You and they may not copy, reproduce, or distribute any part of the questions, code, scoring, resulting profiles, or key in any way.

3.3. Documentation. The Documentation that comes with your account, whether as class notes or online tutorials, is licensed for internal, non-commercial reference only. Examples are only teaching/learning aids. NVCC does not present examples, illustrations, or interpretative suggestions to be statistically valid.

4.1. Reservation of Rights and Ownership. NVCC reserves all rights not expressly granted to you in this EULA. The Assessment System and training material is protected by copyright and other intellectual property laws and treaties. NVCC or its suppliers own the title, copyright and other intellectual property rights in the Assessment System. The structure, organization and code of the Assessment System are the valuable trade secrets and confidential information of NVCC and its suppliers.

4.2. Licensee may not reduce the Assessment System to human readable form, reverse engineer, de-compile, disassemble or modify the Assessment System, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. The Assessment System is licensed, not sold. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademarks owners’ names. This EULA does not give you any rights of ownership in any National Values Center, Inc., NVC Consulting, or SPIRAL DYNAMICS^® trademark or other training and materials delivered by NVCC. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Assessment System or training content that supports your use of the tools. All rights not expressly granted are reserved by NVCC.

4.3. Licensee agrees to notify NVCC of any infringements by their clients.

5.1. No rental. You may not rent, lease, copy, or resell this Assessment System, nor permit third parties to use your license to access the system. You may not repackage for distribution or resale or authorize all or any portion of the Assessment System to be copied in any format by anyone.

5.2. You agree not to share access to this System with anyone who is not a member of your licensed organization and certified by a recognized body in the Spiral Dynamics Assessment System.

5.3. Assessment System protection. There are technological measures in this Assessment System that are designed to prevent its unlicensed use. You may not distribute username and passwords to anyone other than your immediate clients.

6. Consent to use data. You agree that NVCC may collect and use information gathered as part of product support services provided to you, if any, related to the Assessment System. NVCC may use this information solely to improve our products and services, to further theoretical research, or to provide customized support to you and will not disclose specifics of this information or to identify any subject to third parties except where required by law.

7. Updates. This EULA applies to updates, add-on components, training, support, mentorship or any other services NVCC may provide to you, or make available to you after you obtain your initial account(s) allowing you to access the Assessment System, unless they are accompanied by different terms.

8. Termination. Without prejudice to any other rights, NVCC may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, your account(s) with usernames and passwords will be terminated. The provisions of section 10 and 11 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to use the Assessment System after termination of this agreement.

9.1. Limitation of Liability. NVCC and its suppliers make no warranties, conditions, representations or terms, express or implied, whether by statute, common law, custom, usage or otherwise as to any other matters, including but not limited to non-infringement of third party rights, satisfactory quality or fitness for any particular purpose. In no event will NVCC or its suppliers be liable to you for any damages, claims or costs whatsoever or any consequential, indirect, incidental damages, or any lost profits or lost savings, even if an NVCC representative has been advised of the possibility of such loss, damages, claims or costs or for any claim by any third party. The foregoing limitations and exclusions apply to the extent permitted by applicable law in your jurisdiction.

9.2. NVCC’s aggregate liability and that of its suppliers under or in connection with this agreement shall be limited to the amount paid for use of the Assessment System, if any. NVCC is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose.

9.3. NVCC is not liable for interpretations or misuse of interpretations of the results of these assessments which licensee might present to clients, nor for any damages resulting from such misapplication. Conclusions and recommendations are solely the responsibility of licensee.

10. Applicable Law. If you acquired this Assessment System in the United States, this EULA is governed by the laws of the State of California. If you acquired this Assessment System in any other country, then various local and international laws may apply including the Berne Convention, Universal Copyright Convention, World Intellectual Property Organization Copyright Treaty, Marrakesh Agreement, and local law.

11. Entire Agreement, Severability. This EULA (including any addendum or amendment included with this Assessment System) is the entire agreement between you and NVCC relating to the Assessment System and the support services (if any) and they supersede all prior oral or written communications, proposals and representations with respect to the Assessment System or any other subject matter covered by the EULA. To the extent the terms of any NVCC policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. All previous Non-Disclosure Agreements and Non-Compete Agreements continue in full force and effect.

12. U.S. Government Restricted Rights. The Assessment System and documentation are provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1),(2), and (3) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable, and any amendments thereto.

13. Amendment. This Agreement is subject to change by NVCC at any time and without notice.

14. No Other Agreements. This Agreement replaces and supersedes any prior written or oral agreements, if applicable.